SEC Form 4 · accession 0001209191-15-084197
KROGER CO · KR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Joseph Donnelly
Officer — Executive Vice President
Period of report
Dec 8, 2015
Accepted (ET)
Dec 9, 2015 · 1:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000056873
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 8, 2015 | M | 36,000 | $9.97 | A | 261,851 | D | |
| Common StockF1,F2 | Dec 8, 2015 | S | 36,000 | $41.094 | D | 225,851 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock OptionF3 | $9.97 | Dec 8, 2015 | M | 36,000 | D | — | May 4, 2016 | Common Stock | 36,000 | 0 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.93 to $41.48, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F2The 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.
- F3These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments in whole amounts over a five-year period, at the rate of 20% per year commencing one year from the date of the grant.