SEC Form 4 · accession 0001209191-18-042766
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
Jul 13, 2018
Accepted (ET)
Jul 17, 2018 · 10:39 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, 2018 | A | 26,738 | $0.00 | A | 147,308 | D | |
| Common StockF2 | Jul 13, 2018 | A | 26,738 | $0.00 | A | 174,046 | D | |
| Common StockF3,F4 | Jul 13, 2018 | F | 7,561 | $28.05 | D | 166,485 | 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 | $28.05 | Jul 13, 2018 | A | 55,310 | A | — | Jul 13, 2028 | Common Stock | 55,310 | 55,310 | 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 four-year period, at the rate of 25% 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 tax liability associated with restricted stock.
- F4Between January 1, 2018 and June 30, 2018, the reporting person acquired 224.7742 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.
- F5These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a four-year period, at the rate of 25% per year commencing one year from the date of the grant.