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KROGER CO Director's Dealing 2018

Feb 20, 2018

30047_dirs_2018-02-20_41d12d38-6c0c-4596-b708-7ae5d3b40a4c.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: 2018-02-03

Reporting Person: Clark Robert W (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-12-01 Common Stock G 2340 $0.00 Disposed 117440.446 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
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
Non-Qualified Stock Option $22.92 2027-07-13 Common Stock (105074) 105074 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 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.