SEC Form 4 · accession 0001209191-16-132683

KROGER CO · KR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Senior Vice President

Period of report

Jul 12, 2016

Accepted (ET)

Jul 14, 2016 · 3:42 pm EDT

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^F1	Jul 12, 2016	F	1,109	$37.39	D	64,164	D
Common Stock^F2	Jul 13, 2016	A	12,519	$0.00	A	76,683	D
Common Stock^F3,F4	holding	—	—		—	5,522	I	by Spouse

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-Qualified Stock Option^F5	$37.48	Jul 13, 2016	A	43,767	A	—	Jul 13, 2026	Common Stock	43,767	43,767	D

F1Payment of tax liability associated with restricted stock.
F2Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse 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 award.
F3Between March 31, 2016 and June 30, 2016, the reporting person's spouse acquired 14.0991 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees.
F4The reporting person's spouse is a former employee of The Kroger Co. The total amount of securities directly owned by the reporting person's spouse 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.
F5These 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.