SEC Form 4 · accession 0001209191-17-045298
KROGER CO · KR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Michael Schlotman
Officer — Executive Vice President
Period of report
Jul 13, 2017
Accepted (ET)
Jul 17, 2017 · 10:56 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 StockF1 | Jul 13, 2017 | A | 64,569 | $0.00 | A | 389,628 | D | |
| Common StockF2 | Jul 13, 2017 | F | 3,878 | $22.92 | D | 385,750 | D | |
| Common StockF2,F3 | Jul 14, 2017 | F | 16,657 | $23.01 | D | 369,093 | 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 OptionF4 | $22.92 | Jul 13, 2017 | A | 220,930 | A | — | Jul 13, 2027 | Common Stock | 220,930 | 220,930 | D |
Explanation of responses
- 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.
- F3The 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.