KROGER CO 4

4 · KROGER CO · Filed Jul 17, 2015

Form 4

Period: 2015-07-15

Senior Vice President

Transactions

Tax Payment
Common Stock
2015-07-15$38.33/sh−3,618$138,678→ 252,369.792 total
Award
Non-Qualified Stock Option
2015-07-15+33,777→ 33,777 total
Exercise: $38.33Exp: 2025-07-15→ Common Stock (33,777 underlying)
Award
Common Stock
2015-07-15+12,242→ 255,987.792 total

Footnotes (5)

[F1]Restricted 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.
[F2]Payment of tax liability associated with restricted stock.
[F3]On July 13, 2015, the common shares of The Kroger Co. split 2-for-1, resulting in the reporting person's ownership of 121,872.8958 additional common shares.
[F4]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.
[F5]These options were granted under a long-term incentive plan of The Kroger Co. and vest 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 grant.

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