KROGER CO — Director's Dealing 2020

Mar 11, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2020-03-09

Reporting Person: FIKE CARIN L (Vice President and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-09	Common Stock	M	3300	$12.37	Acquired	12680	Indirect
2020-03-09	Common Stock	S	3300	$30.759	Disposed	9380	Indirect
2020-03-10	Common Stock	M	4000	$12.37	Acquired	33829.8467	Direct
2020-03-10	Common Stock	S	4000	$32.518	Disposed	29829.8467	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-09	Non-Qualified Stock Option	$12.37	M	3300	Disposed	2021-06-23	Common Stock (3300)	Indirect
2020-03-10	Non-Qualified Stock Option	$12.37	M	4000	Disposed	2021-06-23	Common Stock (4000)	Direct

Footnotes

F1: Between October 1, 2019 and December 31, 2019, the reporting person acquired 53.992 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.