KROGER CO — Director's Dealing 2018

Jan 30, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2018-01-29

Reporting Person: HJELM CHRISTOPHER T (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-29	Common Stock	M	8000	$14.305	Acquired	251784	Direct
2018-01-29	Common Stock	S	8000	$30.64	Disposed	243784	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-29	Non-Qualified Stock Option	$14.305	M	8000	Disposed	2018-06-26	Common Stock (8000)	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 21, 2017.

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.