KROGER CO — Director's Dealing 2020

Mar 16, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2020-03-12

Reporting Person: Massa Timothy A (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-12	Common Stock	A	20605	$0.00	Acquired	165522	Direct
2020-03-12	Common Stock	A	8971	$0.00	Acquired	174493	Direct
2020-03-12	Common Stock	F	4033	$29.12	Disposed	170460	Direct
2020-03-12	Common Stock	F	3405	$30.71	Disposed	167055	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-12	Non-Qualified Stock Option	$29.12	A	62696	Acquired	2030-03-12	Common Stock (62696)	Direct

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: Payment of tax liability associated with restricted stock.

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.