KROGER CO — Director's Dealing 2020

Jul 1, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2020-06-29

Reporting Person: SARGENT RONALD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-29	Common Stock	M	13000	$10.38	Acquired	114638	Direct
2020-06-29	Common Stock	F	1318	$33.86	Disposed	113320	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-29	Non-Qualified Stock Option	$10.38	M	13000	Disposed	2020-12-09	Common Stock (13000)	Direct
2020-06-30	Phantom Stock	$0.00	A	1184.8951	Acquired		Common Stock (1184.8951)	Direct

Footnotes

F1: Delivery of mature shares to pay exercise price related to stock option exercise.

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.

F3: Each phantom share represents the right to receive in cash the value of one share of common stock upon distribution from the deferred compensation account.

F4: Shares of phantom stock are payable in cash following termination of the reporting person's services as an Independent Director of Kroger.