Edgar Filing: ZINCKE ROBERT E

SEC Form 5

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

[X] Form 4 Transactions Reported

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^*

Zincke, Robert E.

(Last) (First) (Middle)

1014 Vine Street

(Street)

Cincinnati, OH 45202

(City) (State) (Zip)

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

02/2003

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

7. 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) Amount / A/D / Price	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)
Common Stock				/ / $	71,444.7519	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. 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	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) DE / ED	7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title / Amount or Number of Shares	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	$5.8450					/ 05/18/2004	Common Stock / 48,000.0000	$	48,000.0000	D
Non-Qualified Stock Option	$6.3750					/ 04/19/2005	Common Stock / 48,000.0000	$	48,000.0000	D
Non-Qualified Stock Option	$10.3750					/ 04/18/2006	Common Stock / 48,000.0000	$	48,000.0000	D
Non-Qualified Stock Option	$13.4375					/ 05/14/2007	Common Stock / 18,000.0000	$	18,000.0000	D
Non-Qualified Performance Stock Option	$13.4375					/ 05/14/2007	Common Stock / 18,000.0000	$	18,000.0000	D
Non-Qualified Stock Option	$22.2344					/ 04/15/2008	Common Stock / 18,000.0000	$	18,000.0000	D
Non-Qualified Performance Stock Option	$22.2344					/ 04/15/2008	Common Stock / 18,000.0000	$	18,000.0000	D
Non-Qualified Stock Option	$27.1719					/ 05/26/2009	Common Stock / 18,000.0000	$	18,000.0000	D
Non-Qualified Performance Stock Option	$27.1719					/ 05/26/2009	Common Stock / 18,000.0000	$	18,000.0000	D
Non-Qualified Stock Option	$16.5938					/ 02/10/2010	Common Stock / 10,000.0000	$	10,000.0000	D
Non-Qualified Performance Stock Option	$16.5938					/ 02/10/2010	Common Stock / 10,000.0000	$	10,000.0000	D
Non-Qualified Stock Option	$24.4300					/ 05/09/2011	Common Stock / 10,000.0000	$	10,000.0000	D
Non-Qualified Performance Stock Option	$24.4300					/ 05/09/2011	Common Stock / 10,000.0000	$	10,000.0000	D
Non-Qualified Stock Option	$22.9950					/ 05/09/2012	Common Stock / 20,000.0000	$	20,000.0000	D
Non-Qualified Performance Stock Option	$22.9950					/ 05/09/2012	Common Stock / 10,000.0000	$	10,000.0000	D
Non-Qualified Stock Option	$14.9250					/ 12/12/2012	Common Stock / 80,000.000	$	80,000.0000	D
Non-Qualified Stock Option	$14.9250	12/12/2002		A4	10,000.000 A	(1) / 12/12/2012	Common Stock / 10,000.0000	$	10,000.0000	D

Explanation of Responses:

(1) These options were granted under an option plan of The Kroger Co. and vest in equal annual installments in whole amounts over a five-year period, at the rate of 20% per year commencing one year from the date of the grant.

- 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.

By:	Date:
/s/	03/04/2003
Robert E. Zincke
** 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.