Sec Form 4 Filing - Jabbar Valerie L. @ KROGER CO - 2022-03-17

Insider filing report for Changes in Beneficial Ownership
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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).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Jabbar Valerie L.
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 Vice President
(Last) (First) (Middle)
THE KROGER CO., 1014 VINE STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/17/2022
(Street)
CINCINNATI, OH45202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/17/2022 M 2,123 A $ 31.25 79,402 D
Common Stock 03/17/2022 M 8,005 A $ 38.33 87,407 D
Common Stock 03/17/2022 M 10,372 A $ 37.48 97,779 D
Common Stock 03/17/2022 M 12,106 A $ 22.92 109,885 D
Common Stock 03/17/2022 S 32,606 D $ 55.465( 1 ) 77,279 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 $ 38.33 03/17/2022 M 8,005 ( 2 ) 07/15/2025 Common Stock 8,005 $ 0 0 D
Non-Qualified Stock Option $ 37.48 03/17/2022 M 10,372 ( 2 ) 07/13/2026 Common Stock 10,372 $ 0 0 D
Non-Qualified Stock Option $ 31.25 03/17/2022 M 2,123 ( 2 ) 09/15/2026 Common Stock 2,123 $ 0 0 D
Non-Qualified Stock Option $ 22.92 03/17/2022 M 12,106 ( 2 ) 07/13/2027 Common Stock 12,106 $ 0 12,108 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jabbar Valerie L.
THE KROGER CO.
1014 VINE STREET
CINCINNATI, OH45202
Senior Vice President
Signatures
/s/ Valerie L. Jabbar, by Dorothy D. Roberts, Attorney-in-Fact 03/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.322 to $55.585, 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 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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