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: McKinney Stephen M (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-12	Common Stock	F	8023	$21.89	Disposed	168070.2971	Direct
2019-07-15	Common Stock	F	1360	$22.08	Disposed	166710.2971	Direct
2019-07-15	Common Stock	M	2800	$10.08	Acquired	169510.2971	Direct
2019-07-15	Common Stock	M	3200	$12.37	Acquired	172710.2971	Direct
2019-07-15	Common Stock	M	9600	$10.98	Acquired	182310.2971	Direct
2019-07-15	Common Stock	S	15600	$22.0492	Disposed	166710.2971	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-15	Non-Qualified Stock Option	$10.08	M	2800	Disposed	2020-06-24	Common Stock (2800)	Direct
2019-07-15	Non-Qualified Stock Option	$12.37	M	3200	Disposed	2021-06-23	Common Stock (3200)	Direct
2019-07-15	Non-Qualified Stock Option	$10.98	M	9600	Disposed	2022-07-12	Common Stock (9600)	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 $22.02 to $22.10, 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 754.665 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.

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.