KROGER CO — Director's Dealing 2020

Jul 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2020-07-01

Reporting Person: GRIESHABER JOSEPH A JR (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-01	Common Stock	M	12600	$10.98	Acquired	162088.8512	Direct
2020-07-01	Common Stock	M	21000	$18.88	Acquired	183088.8512	Direct
2020-07-01	Common Stock	S	33600	$34.00	Disposed	149488.8512	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-01	Non-Qualified Stock Option	$10.98	M	12600	Disposed	2022-07-12	Common Stock (12600)	Direct
2020-07-01	Non-Qualified Stock Option	$18.88	M	21000	Disposed	2023-07-15	Common Stock (21000)	Direct

Footnotes

F1: Between January 1, 2020 and June 30, 2020, the reporting person acquired 482.4609 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.