KROGER CO — Director's Dealing 2018

Jan 31, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2018-01-30

Reporting Person: Foley Todd A (Vice President & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-30	Common Stock	M	4200	$10.08	Acquired	36673	Direct
2018-01-30	Common Stock	M	7000	$12.37	Acquired	43673	Direct
2018-01-30	Common Stock	S	15200	$31.00	Disposed	28473	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-30	Non-Qualified Stock Option	$12.37	M	7000	Disposed	2021-06-23	Common Stock (7000)	Direct
2018-01-30	Non-Qualified Stock Option	$10.08	M	4200	Disposed	2020-06-24	Common Stock (4200)	Direct

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 28, 2017.

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.