SEC Form 4 · accession 0001209191-17-045296

KROGER CO · KR

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

Reporting owner

Officer — Chairman of the Board & CEO · Director

Period of report

Jul 13, 2017

Accepted (ET)

Jul 17, 2017 · 10:53 am 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 13, 2017	A	163,613	$0.00	A	2,589,826	D
Common Stock^F2,F3	Jul 14, 2017	F	25,324	$23.01	D	2,564,502	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-Qualified Stock Option^F4	$22.92	Jul 13, 2017	A	573,127	A	—	Jul 13, 2027	Common Stock	573,127	573,127	D

F1Restricted 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.
F2Payment of tax liability associated with restricted stock.
F3Between January 1, 2017 and June 30, 2017, the reporting person acquired 1,283.1797 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.
F4These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a five-year period, at the rate of 20% per year commencing one year from the date of the grant.