KROGER CO — Director's Dealing 2018

Jul 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2018-07-13

Reporting Person: FIKE CARIN L (Vice President and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-13	Common Stock	A	2147	$0.00	Acquired	27507.681	Direct
2018-07-13	Common Stock	F	905	$28.05	Disposed	26602.681	Direct
2018-07-13	Common Stock	A	3772	$0.00	Acquired	7758	Indirect
2018-07-13	Common Stock	F	307	$28.05	Disposed	7451	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-13	Non-Qualified Stock Option	$28.05	A	6239	Acquired	2028-07-13	Common Stock (6239)	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 restricted stock.

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.