KROGER CO — Director's Dealing 2019

Nov 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2019-11-05

Reporting Person: Adcock Mary Ellen (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-05	Common Stock	M	5800	$12.37	Acquired	121085	Direct
2019-11-05	Common Stock	M	9600	$10.98	Acquired	130685	Direct
2019-11-05	Common Stock	S	15400	$28.00	Disposed	115285	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-05	Non-Qualified Stock Option	$12.37	M	5800	Disposed	2021-06-23	Common Stock (5800)	Direct
2019-11-05	Non-Qualified Stock Option	$10.98	M	9600	Disposed	2022-07-12	Common Stock (9600)	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 April 8, 2019.

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.