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KROGER CO Director's Dealing 2018

Mar 16, 2018

30047_dirs_2018-03-16_8c9a2ff3-d4c8-4208-930c-abb0b753d1af.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: McKinney Stephen M (Senior Vice President)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 130786.4781 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Non-Qualified Stock Option $10.08 2020-06-24 Common Stock (2800) Direct
Non-Qualified Stock Option $12.37 2021-06-23 Common Stock (3200) Direct
Non-Qualified Stock Option $10.98 2022-07-12 Common Stock (9600) Direct
Non-Qualified Stock Option $18.88 2023-07-15 Common Stock (16000) Direct
Non-Qualified Stock Option $19.995 2023-12-12 Common Stock (20000) Direct
Non-Qualified Stock Option $24.665 2024-07-15 Common Stock (21000) Direct
Non-Qualified Stock Option $38.33 2025-07-15 Common Stock (20993) Direct
Non-Qualified Stock Option $37.48 2026-07-13 Common Stock (36260) Direct
Non-Qualified Stock Option $22.92 2027-07-13 Common Stock (43546) Direct
Phantom Stock $ Common Stock (4076.26) Direct

Footnotes

F1: 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 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 a long-term incentive 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.

F4: Each share of phantom stock is the economic equivalent of one share of The Kroger Co. common stock. Shares of phantom stock will be settled in cash upon the reporting person's retirement or other termination of service.