SEC Form 4 · accession 0001209191-18-005944
KROGER CO · KR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Joseph Donnelly
Officer — Executive VP and COO
Period of report
Jan 29, 2018
Accepted (ET)
Jan 30, 2018 · 10:39 am 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 29, 2018 | M | 40,000 | $11.17 | A | 319,124 | D | |
| Common StockF2 | Jan 29, 2018 | S | 40,000 | $30.64 | D | 279,124 | 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 OptionF3 | $11.17 | Jan 29, 2018 | M | 40,000 | D | — | Jun 25, 2019 | Common Stock | 40,000 | 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 22, 2017.
- F2Between October 1, 2017 and December 31, 2017, the reporting person acquired 65.0144 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.
- F3These 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.