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KROGER CO Director's Dealing 2017

Mar 3, 2017

30047_dirs_2017-03-03_1da078ea-805e-43dc-8209-376ff364f315.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2017-01-28

Reporting Person: Clark Robert W (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-12-27 Common Stock G 430 $0.00 Disposed 115528.781 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Non-Qualified Stock Option $14.305 2018-06-26 Common Stock (11000) 11000 Direct
Non-Qualified Stock Option $11.17 2019-06-25 Common Stock (14500) 14500 Direct
Non-Qualified Stock Option $10.08 2020-06-24 Common Stock (14500) 14500 Direct
Non-Qualified Stock Option $10.08 2020-06-24 Common Stock (7000) 7000 Direct
Non-Qualified Stock Option $10.94 2020-09-16 Common Stock (7000) 7000 Direct
Non-Qualified Stock Option $12.37 2021-06-23 Common Stock (14500) 14500 Direct
Non-Qualified Stock Option $12.37 2021-06-23 Common Stock (8000) 8000 Direct
Non-Qualified Stock Option $11.76 2021-12-08 Common Stock (10000) 10000 Direct
Non-Qualified Stock Option $10.98 2022-07-12 Common Stock (16000) 16000 Direct
Non-Qualified Stock Option $15.75 2023-03-14 Common Stock (20000) 20000 Direct
Non-Qualified Stock Option $15.75 2023-03-14 Common Stock (5000) 5000 Direct
Non-Qualified Stock Option $18.88 2023-07-15 Common Stock (30000) 30000 Direct
Non-Qualified Stock Option $24.665 2024-07-15 Common Stock (30000) 30000 Direct
Non-Qualified Stock Option $38.33 2025-07-15 Common Stock (29970) 29970 Direct
Non-Qualified Stock Option $37.48 2026-07-13 Common Stock (57030) 57030 Direct

Footnotes

F1: Between September 30, 2016 and December 31, 2016, the reporting person acquired 118.8295 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees. The total amount of securities directly owned by the reporting person includes shares in the Company's employee benefit plans that are deemed to be "tax-conditioned plans" pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.

F2: These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments in whole amounts over a five-year period, at the rate of 20% per year commencing one year from the date of the grant.

F3: These options were granted under an option plan of The Kroger Co. and vest in equal annual installments in whole share amounts over a three-year period, at the rate of one-third per year commencing one year after the date of grant, with the remainder vesting three years from the date of grant.