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SEC Form 4

FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number: 3235-0287 Estimated average burden hours per response: 0.5

  

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).

  

Check this box to indicate that a transaction was made pursuant to a contract,
instruction or written plan for the purchase or sale of equity securities of the
issuer that is intended to satisfy the affirmative defense conditions of Rule
10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person*

Foley Todd A

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(Last) (First) (Middle)

THE KROGER CO. 1014 VINE STREET

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(Street)

CINCINNATI OH 45202

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(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KROGER CO [ KR ] 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director 10% Owner X Officer (give title below) Other (specify below) Senior VP
& Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2024 4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed
Execution Date, if any (Month/Day/Year) 3. Transaction 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
04/26/2024 M 8,005 A $38.33 53,574 D Common Stock 04/26/2024 S 373 D $55.75
53,201 D Common Stock 04/26/2024 S 6,243 D $55.69 46,958 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 1. Title of
Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative
Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any
(Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 Options $38.33 04/26/2024 M 8,005 (1)
07/15/2025 Common Stock 8,005 $0 0 D

Explanation of Responses: 1. These options were granted under a long-term
incentive plan of The Kroger Co. and vested in equal annual installments at the
rate of 20% per year over a five-year period that commenced one year after the
date of the grant.

/s/ Todd A. Foley, by Stacey M. Heiser, Attorney-in-Fact 04/29/2024 ** 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.