SEC Form 4 · accession 0001209191-18-004840
KROGER CO · KR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert W Clark
Officer — Senior Vice President
Period of report
Jan 22, 2018
Accepted (ET)
Jan 23, 2018 · 12:45 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 | Jan 22, 2018 | M | 11,000 | $14.305 | A | 130,780 | D | |
| Common StockF2,F3 | Jan 22, 2018 | S | 11,000 | $29.572 | D | 119,780 | 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 | $14.305 | Jan 22, 2018 | M | 11,000 | D | — | Jun 26, 2018 | Common Stock | 11,000 | 0 | D |
Explanation of responses
- F1The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 19, 2017.
- F2The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.52 to $29.66, 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.
- F3Between July 1, 2017 and December 31, 2017, the reporting person acquired 238.4646 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 vested 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.