KROGER CO — Director's Dealing 2019

Mar 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2019-03-01

Reporting Person: BEYER ROBERT D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-01	Phantom Stock - Incentive Shares	$0.00	A	35.787	Acquired		Common Stock (35.787)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	206800	Direct

Footnotes

F1: Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account.

F2: Represents phantom stock acquired in dividend reinvestment transactions under a deferred compensation plan of The Kroger Co.

F3: Shares of phantom stock will be distributed following termination of the reporting person's services as an Independent Director of The Kroger Co.