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: Sharp Erin S (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-11	Common Stock	A	7046	$0.00	Acquired	99245.7792	Direct
2021-03-11	Common Stock	A	7487	$0.00	Acquired	106732.7792	Direct
2021-03-11	Common Stock	F	3355	$34.94	Disposed	103377.7792	Direct
2021-03-11	Common Stock	F	2445	$35.46	Disposed	100932.7792	Direct

Footnotes

F1: 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.

F2: Shares awarded pursuant to a long-term incentive plan of The Kroger Co.

F3: Payment of tax liability associated with share award.

F4: Payment of tax liability associated with restricted stock.

F5: Between July 1, 2020 and September 30, 2020, the reporting person acquired 58.5388 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.