KROGER CO — Director's Dealing 2019

May 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2019-05-01

Reporting Person: DONNELLY MICHAEL JOSEPH (Executive VP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-01	Common Stock	M	10916	$10.08	Acquired	351095.086	Direct
2019-05-01	Common Stock	S	10916	$25.8297	Disposed	340179.086	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-01	Non-Qualified Stock Option	$10.08	M	10916	Disposed	2020-06-24	Common Stock (10916)	Direct

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 27, 2019.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.59 to $26.04, 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 March 31, 2019, the reporting person acquired 262.1621 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.