SEC Form 4 · accession 0001209191-17-045307
KROGER CO · KR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christine S Wheatley
Officer — Group Vice President
Period of report
Jul 13, 2017
Accepted (ET)
Jul 17, 2017 · 11:01 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 | 15,707 | $0.00 | A | 70,492 | D | |
| Common StockF2 | Jul 13, 2017 | A | 32,723 | $0.00 | A | 103,215 | D | |
| Common Stock | Jul 13, 2017 | M | 2,000 | $12.50 | A | 105,215 | D | |
| Common StockF3 | Jul 13, 2017 | F | 1,503 | $22.92 | D | 103,712 | D | |
| Common StockF4 | Jul 13, 2017 | F | 845 | $22.92 | D | 102,867 | D | |
| Common StockF4 | Jul 14, 2017 | F | 4,057 | $23.01 | D | 98,810 | 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 OptionF5 | $12.50 | Jul 13, 2017 | M | 2,000 | D | — | Mar 13, 2018 | Common Stock | 2,000 | 0 | D |
| Non-Qualified Stock OptionF6 | $22.92 | Jul 13, 2017 | A | 45,638 | A | — | Jul 13, 2027 | Common Stock | 45,638 | 45,638 | 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.
- F2Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions lapse as to 25% one year from the date of the award, 25% two years from the date of the award, and 50% three years from the date of the award.
- F3Payment of exercise price and tax liability associated with the exercise of stock options.
- F4Payment of tax liability associated with restricted stock.
- F5These options were granted under an option plan of The Kroger Co. and vested in equal annual installments in whole share amounts over a three-year period, at the rate of one-third per year commencing one year after the date of grant, with the remainder vesting three years from the date of grant.
- F6These 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.