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: FIKE CARIN L (Vice President and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-11	Common Stock	A	2073	$0.00	Acquired	34547.3301	Direct
2021-03-11	Common Stock	A	1720	$0.00	Acquired	36267.3301	Direct
2021-03-11	Common Stock	F	607	$34.94	Disposed	35660.3301	Direct
2021-03-11	Common Stock	F	465	$35.46	Disposed	35195.3301	Direct
2021-03-11	Common Stock	A	2018	$0.00	Acquired	11291	Indirect
2021-03-12	Common Stock	F	256	$35.46	Disposed	11035	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-11	Non-Qualified Stock Option	$34.94	A	5730	Acquired	2031-03-11	Common Stock (5730)	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: 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: 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.

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.