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: FIKE CARIN L (Vice President and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-14	Common Stock	A	2926	$0.00	Acquired	29567.3248	Direct
2019-03-15	Common Stock	A	1433	$0.00	Acquired	31000.3248	Direct
2019-03-15	Common Stock	F	506	$24.75	Disposed	30494.3248	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-14	Non-Qualified Stock Option	$24.75	A	8010	Acquired	2029-03-14	Common Stock (8010)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6805	Indirect

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: Between July 1, 2018 and December 31, 2018, the reporting person acquired 38.6438 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 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.