KROGER CO — Director's Dealing 2020

Dec 29, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2020-12-28

Reporting Person: FIKE CARIN L (Vice President and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-28	Common Stock	M	2000	$10.98	Acquired	11273	Indirect
2020-12-28	Common Stock	S	1700	$31.53	Disposed	9573	Indirect
2020-12-28	Common Stock	S	300	$31.531	Disposed	9273	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-28	Non-Qualified Stock Option	$10.98	M	2000	Disposed	2022-07-12	Common Stock (2000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32474.3301	Direct

Footnotes

F1: Between July 1, 2020 and September 30, 2020, the reporting person acquired 22.4354 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.

F2: 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.