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: McKinney Stephen M (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-15	Common Stock	A	9522	$0.00	Acquired	140308.4781	Direct
2018-03-15	Common Stock	A	2362	$0.00	Acquired	142670.4781	Direct
2018-03-15	Common Stock	F	1186	$23.63	Disposed	141484.4781	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-15	Non-Qualified Stock Option	$23.63	A	21232	Acquired	2028-03-15	Common Stock (21232)	Direct

Footnotes

F1: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse in equal annual installments in whole amounts over a four-year period, at the rate of 25% per year commencing one year from the date of the award.

F2: Payment of tax liability associated with share award.

F3: 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.

F4: These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a four-year period, at the rate of 25% per year commencing one year from the date of the grant.