KROGER CO — Director's Dealing 2019

Sep 17, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2019-09-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-16	Common Stock	M	4000	$10.08	Acquired	33795.918	Direct
2019-09-16	Common Stock	S	4000	$26.19	Disposed	29795.918	Direct
2019-09-13	Common Stock	M	3300	$10.08	Acquired	14032	Indirect
2019-09-13	Common Stock	S	4652	$26.00	Disposed	9380	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-16	Non-Qualified Stock Option	$10.08	M	4000	Disposed	2020-06-24	Common Stock (4000)	Direct
2019-09-13	Non-Qualified Stock Option	$10.08	M	3300	Disposed	2020-06-24	Common Stock (3300)	Indirect

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.18 to $26.19, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F2: 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.

F3: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.99 to $26.01, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F4: 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.