FORM
3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
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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OMB APPROVAL |
OMB Number: |
3235-0104 |
Expires: |
December 31, 2014 |
Estimated average burden |
hours per response: |
0.5 |
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1. Name and Address of Reporting Person
*
THE KROGER CO. |
1014 VINE STREET |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/15/2018
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3. Issuer Name
and
Ticker or Trading Symbol
KROGER CO
[
KR
]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
X |
Officer (give title below) |
|
Other (specify below) |
Senior Vice President |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 Beneficially Owned |
1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
Common Stock
|
130,786.4781
(1)
|
D
|
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Non-Qualified Stock Option
|
|
06/24/2020 |
Common Stock
|
2,800
|
10.08
|
D
|
|
Non-Qualified Stock Option
|
|
06/23/2021 |
Common Stock
|
3,200
|
12.37
|
D
|
|
Non-Qualified Stock Option
|
|
07/12/2022 |
Common Stock
|
9,600
|
10.98
|
D
|
|
Non-Qualified Stock Option
|
|
07/15/2023 |
Common Stock
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16,000
|
18.88
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D
|
|
Non-Qualified Stock Option
|
|
12/12/2023 |
Common Stock
|
20,000
|
19.995
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D
|
|
Non-Qualified Stock Option
|
|
07/15/2024 |
Common Stock
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21,000
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24.665
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D
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Non-Qualified Stock Option
|
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07/15/2025 |
Common Stock
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20,993
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38.33
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D
|
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Non-Qualified Stock Option
|
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07/13/2026 |
Common Stock
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36,260
|
37.48
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D
|
|
Non-Qualified Stock Option
|
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07/13/2027 |
Common Stock
|
43,546
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22.92
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D
|
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Phantom Stock
|
|
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Common Stock
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4,076.26
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(4)
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D
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Explanation of Responses: |
|
/s/ Stephen M. McKinney |
03/16/2018 |
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** Signature of Reporting Person |
Date |
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 Number. |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint Christine S. Wheatley,
Stacey M. Heiser, and Dorothy D. Roberts, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact to sign and
execute for and on his behalf, and in his name, place and stead, to sign,
execute, affix his seal, and file with the Securities and Exchange Commission,
any and all documents required to be filed by him under Section 16 of the
Securities Exchange Act of 1934, as amended, or any successor or comparable
requirement, with respect to his holdings or changes in holdings of securities
issued by The Kroger Co., in such form as the attorney-in-fact may approve. The
attorney-in-fact may do any and all other acts that said attorney-in-fact may
deem necessary or appropriate in order to effectuate the foregoing as fully to
all intents and purposes as the undersigned might or could do if personally
present, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done by virtue hereof. The power granted hereby will
remain in effect until revoked in writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal, this
8th day of March, 2018.
/s/ Stephen M. McKinney
Stephen M. McKinney