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: DONNELLY MICHAEL JOSEPH (Executive VP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-12	Common Stock	A	46360	$0.00	Acquired	349105.8958	Direct
2020-03-12	Common Stock	A	19695	$0.00	Acquired	368800.8958	Direct
2020-03-12	Common Stock	F	8853	$29.12	Disposed	359947.8958	Direct
2020-03-13	Common Stock	F	5449	$30.71	Disposed	354498.8958	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-12	Non-Qualified Stock Option	$29.12	A	141066	Acquired	2030-03-12	Common Stock (141066)	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: Between October 1, 2019 and December 31, 2019, the reporting person acquired 83.4647 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.

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.