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: Clark Robert W (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-12	Common Stock	A	18544	$0.00	Acquired	181501.9812	Direct
2020-03-12	Common Stock	A	12233	$0.00	Acquired	193734.9812	Direct
2020-03-12	Common Stock	F	5683	$29.12	Disposed	188051.9812	Direct
2020-03-13	Common Stock	F	2534	$30.71	Disposed	185517.9812	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-12	Non-Qualified Stock Option	$29.12	A	56427	Acquired	2030-03-12	Common Stock (56427)	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: 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.

F5: 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.