KROGER CO — Director's Dealing 2019

Aug 8, 2019

SEC Form 4/A — Form 4/A

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2019-07-15

Reporting Person: SARGENT RONALD (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-15	Phantom Stock - Incentive Shares	$0.00	A	7995	Acquired		Common Stock (7995)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	101638	Direct

Footnotes

F1: Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account.

F2: Shares awarded pursuant to a long-term incentive plan of The Kroger Co.

F3: This incentive share award was erroneously reported in Table 1 as direct holdings on a Form 4 filed by the Reporting Person on 7/16/2019. The award was in fact deferred as phantom stock under a long-term incentive plan of The Kroger Co. and therefore should have been reported in Table II, as reported herein.

F4: Shares of phantom stock will be distributed following termination of the reporting person's services as an Independent Director of The Kroger Co.