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FORM 5
[ ] Check this box if no longer
subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). [ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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(f) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
Heldman, Paul W.
(Last) (First) (Middle)
1014 Vine Street
(Street)
Cincinnati, OH 45202
(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol The Kroger Co.
KR 3. I.R.S. Identification
Number of Reporting Person, if an entity (voluntary) |
4. Statement for Month/Year 02/01/2003
5. If Amendment, Date of Original (Month/Year) |
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable) Director
10% Owner
X Officer (give title below)
Other (specify below)
Description
Senior Vice President, Secretary and General Counsel
7. 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) |
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) Amount / A/D / Price
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5. Amount of
Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) |
6. Owner-
ship Form: Direct (D) or Indirect (I) (Instr. 4) |
7. Nature of
Indirect Beneficial Ownership (Instr. 4) |
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Common Stock
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/ / $
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163,350.3723
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D
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Common Stock
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/ / $
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320.000
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I
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By Children
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security
(Instr. 3) |
2. Conver-
sion or Exercise Price of Deri- vative 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) A or D
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6. Date Exercisable(DE) and
Expiration Date(ED) (Month/Day/Year) DE / ED
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7. Title and Amount of
Underlying Securities (Instr. 3 and 4) Title / Amount or Number of Shares
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8. Price
of Derivative Security (Instr.5) |
9. Number of Derivative Securities Beneficially Owned at End of Year Reported Transaction(s) (Instr.4) |
10. Owner- ship Form of Deriv- ative Securities: Direct (D) or Indirect (I) (Instr.4) |
11. Nature of Indirect Beneficial Ownership (Instr.4) |
| Non-Qualified Stock Option | $4.7200 |
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/ 04/21/2003
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Common Stock / 50,000.000
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$
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50,000.000
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D
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||||
| Non-Qualified Stock Option | $5.8450 |
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/ 05/18/2004
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Common Stock / 50,000.000
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$
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50,000.000
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D
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||||
| Non-Qualified Stock Option | $6.3750 |
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/ 04/19/2005
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Common Stock / 50,000.000
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$
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50,000.000
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D
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||||
| Non-Qualified Stock Option | $10.3750 |
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/ 04/17/2006
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Common Stock / 58,000.000
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$
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58,000.000
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D
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||||
| Non-Qualified Stock Option | $13.4375 |
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/ 05/14/2007
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Common Stock / 18,750.000
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$
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18.750.000
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D
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| Non-Qualified Performance Stock Option | $13.4375 |
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/ 05/14/2007
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Common Stock / 18,750.000
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$
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18,750.000
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D
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||||
| Non-Qualified Stock Option | $22.2344 |
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/ 04/15/2008
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Common Stock / 20,000.000
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$
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20,000.000
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D
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||||
| Non-Qualified Performance Stock Option | $22.2344 |
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/ 04/15/2008
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Common Stock / 20,000.000
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$
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20,000.000
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D
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| Non-Qualified Stock Option | $27.1719 |
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/ 05/26/2009
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Common Stock / 25,000.000
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$
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25,000.000
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D
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| Non-Qualified Performance Stock Option | $27.1719 |
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/ 05/26/2009
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Common Stock / 25,000.000
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$
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25,000.000
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D
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| Non-Qualified Stock Option | $16.5938 |
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/ 02/10/2010
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Common Stock / 100,000.000
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$
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100,000.000
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D
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| Non-Qualified Performance Stock Option | $16.5938 |
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/ 02/10/2010
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Common Stock / 20,000.000
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$
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20,000.000
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D
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| Non-Qualified Stock Option | $24.4300 |
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/ 05/09/2011
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Common Stock / 12,500.000
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$
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12,500.000
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D
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| Non-Qualified Performance Stock Option | $24.4300 |
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/ 05/09/2011
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Common Stock / 12,500.000
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$
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12,500.000
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D
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| Non-Qualified Stock Option | $22.9950 |
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/ 05/09/2012
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Common Stock / 26,667.000
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$
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26,667.000
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D
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| Non-Qualified Performance Stock Option | $22.9950 |
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/ 05/09/2012
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Common Stock / 13,333.000
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$
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13,333.000
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D
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| Non-Qualified Stock Option | $14.9250 |
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/ 12/12/2012
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Common Stock / 80,000.000
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$
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80,000.000
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D
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- The total amount of securities directly owned by the reporting person includes shares in the Company's employee benefit plans which are deemed to be "tax-conditioned plans" pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.
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| By: | Date: |
| /s/ | 02/24/2003 |
| Paul W. Heldman | |
| ** Signature of Reporting Person | SEC 2270 (09-02) |
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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |