KROGER CO — Director's Dealing 2019

Mar 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2019-03-14

Reporting Person: McKinney Stephen M (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-14	Common Stock	A	16768	$0.00	Acquired	170974.6321	Direct
2019-03-15	Common Stock	A	9804	$0.00	Acquired	180778.6321	Direct
2019-03-15	Common Stock	F	4395	$24.75	Disposed	176383.6321	Direct
2019-03-15	Common Stock	F	1045	$24.36	Disposed	175338.6321	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-14	Non-Qualified Stock Option	$24.75	A	45606	Acquired	2029-03-14	Common Stock (45606)	Direct

Footnotes

F1: 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.

F2: Payment of tax liability associated with share award.

F3: Payment of tax liability associated with restricted stock.

F4: Between July 1, 2018 and December 31, 2018, the reporting person acquired 381.3306 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.

F5: 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.