Edgar Filing: KROGER CO

Ownership Submission

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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â FIKE CARIN L

2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2017

3. Issuer Name and Ticker or Trading Symbol
KROGER CO [KR]

(Last)

(First)

(Middle)

C/O THE KROGER CO.,Â 1014 VINE STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice President and Treasurer

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CINCINNATI,Â OHÂ 45202

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	21,409.5974 ⁽¹⁾	D	Â
Common Stock	3,019	I	by Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option	Â ⁽²⁾	06/26/2018	Common Stock	800	$ 14.305	D	Â
Non-Qualified Stock Option	Â ⁽²⁾	06/25/2019	Common Stock	4,000	$ 11.17	D	Â
Non-Qualified Stock Option	Â ⁽²⁾	06/24/2020	Common Stock	4,000	$ 10.08	D	Â
Non-Qualified Stock Option	Â ⁽²⁾	06/23/2021	Common Stock	4,000	$ 12.37	D	Â
Non-Qualified Stock Option	Â ⁽²⁾	07/12/2022	Common Stock	6,000	$ 10.98	D	Â
Non-Qualified Stock Option	Â ⁽²⁾	07/15/2023	Common Stock	3,000	$ 18.88	D	Â
Non-Qualified Stock Option	Â ⁽²⁾	07/15/2024	Common Stock	6,000	$ 24.665	D	Â
Non-Qualified Stock Option	Â ⁽²⁾	07/15/2025	Common Stock	3,010	$ 38.33	D	Â
Non-Qualified Stock Option	Â ⁽²⁾	07/13/2026	Common Stock	3,250	$ 37.48	D	Â
Non-Qualified Stock Option	Â ⁽²⁾	06/24/2020	Common Stock	3,300	$ 10.08	I	by Spouse
Non-Qualified Stock Option	Â ⁽²⁾	06/23/2021	Common Stock	3,300	$ 12.37	I	by Spouse
Non-Qualified Stock Option	Â ⁽²⁾	07/12/2022	Common Stock	4,000	$ 10.98	I	by Spouse
Non-Qualified Stock Option	Â ⁽²⁾	07/15/2023	Common Stock	4,000	$ 18.88	I	by Spouse
Non-Qualified Stock Option	Â ⁽²⁾	07/15/2024	Common Stock	4,000	$ 24.665	I	by Spouse
Non-Qualified Stock Option	Â ⁽²⁾	07/15/2025	Common Stock	2,672	$ 38.33	I	by Spouse
Non-Qualified Stock Option	Â ⁽²⁾	07/13/2026	Common Stock	3,462	$ 37.48	I	by Spouse

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FIKE CARIN L C/O THE KROGER CO. 1014 VINE STREET CINCINNATI,Â OHÂ 45202	Â	Â	Â Vice President and Treasurer	Â

Signatures

/s/ Carin L. Fike		04/26/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	The total amount of securities directly owned by the reporting person includes shares in the Company's employee benefit plans that are deemed to be 'tax-conditioned plans' pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.
(2)	These options were granted under a long-term incentive 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.

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