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: Massa Timothy A (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-14	Common Stock	A	18182	$0.00	Acquired	140885	Direct
2019-03-14	Common Stock	A	9091	$0.00	Acquired	149976	Direct
2019-03-15	Common Stock	A	9804	$0.00	Acquired	159780	Direct
2019-03-15	Common Stock	F	4475	$24.75	Disposed	155305	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-14	Non-Qualified Stock Option	$24.75	A	49752	Acquired	2029-03-14	Common Stock (49752)	Direct
2019-03-14	Non-Qualified Stock Option	$24.75	A	16584	Acquired	2029-03-14	Common Stock (16584)	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: 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 three-year period, at the rate of 33% per year commencing one year from the date of the award.

F3: Payment of tax liability associated with share award.

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.

F5: These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a three-year period, at the rate of 33% per year commencing one year after the date of grant.