KROGER CO — Director's Dealing 2018

Mar 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2018-03-15

Reporting Person: MCMULLEN W RODNEY (Director, Chairman of the Board & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-15	Common Stock	A	12523	$0.00	Acquired	2578597.6001	Direct
2018-03-15	Common Stock	F	3656	$23.63	Disposed	2574941.6001	Direct

Footnotes

F1: Payment of tax liability associated with share award.

F2: Between July 1, 2017 and December 31, 2017, the reporting person acquired 1,573.0798 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.