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: GRIESHABER JOSEPH A JR (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-12	Common Stock	F	6825	$21.89	Disposed	122544.6006	Direct
2019-07-15	Common Stock	F	2324	$22.08	Disposed	120220.6006	Direct
2019-07-15	Common Stock	A	10191	$0.00	Acquired	130411.6006	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-15	Non-Qualified Stock Option	$22.08	A	18588	Acquired	2029-07-15	Common Stock (18588)	Direct

Footnotes

F1: Payment of tax liability associated with restricted stock.

F2: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse in equal annual installments over a four-year period, at the rate of 25% per year commencing one year from the date of the award.

F3: 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 vest in equal annual installments over a four-year period, at the rate of 25% per year commencing one year from the date of the grant.