KROGER CO — Director's Dealing 2021

Mar 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2021-03-11

Reporting Person: Wheatley Christine S (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-11	Common Stock	A	12021	$0.00	Acquired	129946	Direct
2021-03-11	Common Stock	A	7046	$0.00	Acquired	136992	Direct
2021-03-11	Common Stock	A	8556	$0.00	Acquired	145548	Direct
2021-03-11	Common Stock	F	3890	$34.94	Disposed	141658	Direct
2021-03-12	Common Stock	F	3208	$35.46	Disposed	138450	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-11	Non-Qualified Stock Option	$34.94	A	33215	Acquired	2031-03-11	Common Stock (33215)	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: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse one year from the date of the award.

F3: Shares awarded pursuant to a long-term incentive plan of The Kroger Co.

F4: Payment of tax liability associated with share award.

F5: Payment of tax liability associated with restricted stock.

F6: 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.