KROGER CO — Director's Dealing 2019

Jul 16, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2019-07-12

Reporting Person: SCHLOTMAN J MICHAEL (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-12	Common Stock	F	15370	$21.89	Disposed	270655.4821	Direct
2019-07-15	Common Stock	F	6245	$22.08	Disposed	264410.4821	Direct
2019-07-15	Common Stock	S	15000	$22.01	Disposed	249410.4821	Direct

Footnotes

F1: Payment of tax liability associated with restricted stock.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.010 to $22.015, 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.

F3: Between January 1, 2019 and June 30, 2019, the reporting person acquired 388.3172 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.