KROGER CO — Director's Dealing 2018

Jul 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2018-07-03

Reporting Person: FIKE CARIN L (Vice President and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-03	Common Stock	M	4000	$11.17	Acquired	29360.681	Direct
2018-07-03	Common Stock	S	4000	$28.764	Disposed	25360.681	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-03	Non-Qualified Stock Option	$11.17	M	4000	Disposed	2019-06-25	Common Stock (4000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3986	Indirect

Footnotes

F1: Between October 1, 2017 and June 30, 2018, the reporting person acquired 40.3458 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 vested in equal annual installments over a five-year period, at the rate of 20% per year commencing one year from the date of the grant.