Statement of Changes in Beneficial Ownership (4)
October 06 2021 - 2:43PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Foley Todd A |
2. Issuer Name and Ticker or Trading Symbol
KROGER CO
[
KR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President & Controller |
(Last)
(First)
(Middle)
THE KROGER CO., 1014 VINE STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/5/2021 |
(Street)
CINCINNATI, OH 45202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/5/2021 | | M | | 18000 | A | $18.88 | 45140 | D | |
Common Stock | 10/5/2021 | | M | | 16000 | A | $24.665 | 61140 | D | |
Common Stock | 10/5/2021 | | S | | 28874 | D | $39.828 (1) | 32266 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Non-Qualified Stock Option | $18.88 | 10/5/2021 | | M | | | 18000 | (2) | 7/15/2023 | Common Stock | 18000 | $0.00 | 0 | D | |
Non-Qualified Stock Option | $24.665 | 10/5/2021 | | M | | | 16000 | (2) | 7/15/2024 | Common Stock | 16000 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.80 to $39.865, 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. |
(2) | These 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Foley Todd A THE KROGER CO. 1014 VINE STREET CINCINNATI, OH 45202 |
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| Vice President & Controller |
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Signatures
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/s/ Todd A. Foley, by Dorothy D. Roberts, Attorney-in-Fact | | 10/6/2021 |
**Signature of Reporting Person | Date |
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