Statement of Changes in Beneficial Ownership (4)
May 13 2022 - 11:46AM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
|
|
| 1. Name
and Address of Reporting Person * MCMULLEN W RODNEY |
2. Issuer Name and Ticker or Trading
Symbol KROGER CO [ KR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chairman of the Board & CEO |
|
(Last)
(First)
(Middle)
THE KROGER CO., 1014 VINE STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/12/2022
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|
(Street)
CINCINNATI, OH 45202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
Amount |
(A) or (D) |
Price |
|
Common Stock |
5/12/2022 |
|
M |
|
194880 |
A |
$10.98 |
3552762.8225 |
D |
|
|
Common Stock |
5/12/2022 |
|
F |
|
105569 (1) |
D |
$55.425 |
3447193.8225 (2) |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
$10.98 |
5/12/2022 |
|
M |
|
|
194880 |
(3) |
7/12/2022 |
Common Stock |
194880 |
$0.00 |
0 |
D |
|
| Explanation of
Responses: |
| (1) |
Delivery of mature shares to
pay exercise price and tax liability related to stock option
exercise. |
| (2) |
Between January 1, 2022 and
March 31, 2022, the reporting person acquired 894.5786 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. |
| (3) |
These 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. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
MCMULLEN W RODNEY
THE KROGER CO.
1014 VINE STREET
CINCINNATI, OH 45202 |
X |
|
Chairman of the Board & CEO |
|
Signatures
|
|
/s/ W. Rodney McMullen, by Dorothy D. Roberts,
Attorney-in-Fact |
|
5/13/2022 |
| **Signature of Reporting
Person |
Date |
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Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
| * |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
| ** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
|
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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