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: Clark Robert W (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-13	Common Stock	A	26738	$0.00	Acquired	147308.2202	Direct
2018-07-13	Common Stock	A	26738	$0.00	Acquired	174046.2202	Direct
2018-07-13	Common Stock	F	7561	$28.05	Disposed	166485.2202	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-13	Non-Qualified Stock Option	$28.05	A	55310	Acquired	2028-07-13	Common Stock (55310)	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: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions lapse as to 25% one year from the date of the award, 25% two years from the date of the award, and 50% three years from the date of the award.

F3: Payment of tax liability associated with restricted stock.

F4: Between January 1, 2018 and June 30, 2018, the reporting person acquired 224.7742 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees. 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.

F5: 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.