-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q+FtkgHrcv6aSIpodVUxeuvLyvvtLxjwO1Uwuv3+mhiCxikNjZX1Gz+NZhs00NND m6cp31gT+Fn0ZAuLdoI//A== 0001209191-08-017134.txt : 20080310 0001209191-08-017134.hdr.sgml : 20080310 20080310185224 ACCESSION NUMBER: 0001209191-08-017134 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080202 FILED AS OF DATE: 20080310 DATE AS OF CHANGE: 20080310 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KROGER CO CENTRAL INDEX KEY: 0000056873 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 310345740 STATE OF INCORPORATION: OH FISCAL YEAR END: 0203 BUSINESS ADDRESS: STREET 1: 1014 VINE ST CITY: CINCINNATI STATE: OH ZIP: 45201 BUSINESS PHONE: 5137624000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERRY M MARNETTE CENTRAL INDEX KEY: 0001221497 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00303 FILM NUMBER: 08679057 BUSINESS ADDRESS: STREET 1: 1014 VINE STREET CITY: CINCINNATI STATE: OH ZIP: 45202 5 1 doc5.xml FORM 5 SUBMISSION X0202 5 2008-02-02 0 0 0 0000056873 KROGER CO KR 0001221497 PERRY M MARNETTE 1014 VINE STREET CINCINNATI OH 45202 0 1 0 0 Senior Vice President Common Stock 98939.3335 D Non-Qualified Performance Stock Option 22.2344 2008-04-16 Common Stock 18000 18000 D Non-Qualified Performance Stock Option 27.1719 2009-05-27 Common Stock 18000 18000 D Non-Qualified Performance Stock Option 16.5938 2010-02-11 Common Stock 10000 10000 D Non-Qualified Performance Stock Option 22.995 2012-05-09 Common Stock 10000 10000 D Non-Qualified Performance Stock Option 24.43 2011-05-10 Common Stock 10000 10000 D Non-Qualified Stock Option 22.995 2012-05-09 Common Stock 20000 20000 D Non-Qualified Stock Option 14.925 2012-12-12 Common Stock 60000 60000 D Non-Qualified Stock Option 18.185 2013-09-18 Common Stock 20000 20000 D Non-Qualified Stock Option 17.31 2014-05-06 Common Stock 40000 40000 D Non-Qualified Stock Option 16.385 2015-05-05 Common Stock 40000 40000 D Non-Qualified Stock Option 19.94 2016-05-04 Common Stock 20000 20000 D Non-Qualified Stock Option 28.27 2017-06-28 Common Stock 20000 20000 D Non-Qualified Stock Option 24.43 2011-05-10 Common Stock 10000 10000 D Non-Qualified Stock Option 16.5938 2010-02-11 Common Stock 10000 10000 D Non-Qualified Stock Option 27.1719 2009-05-27 Common Stock 18000 18000 D Non-Qualified Stock Option 22.2344 2008-04-16 Common Stock 18000 18000 D Between February 3, 2007 and February 2, 2008, the reporting person acquired 1,168.2012 shares of Kroger common stock 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 by plan trustees. 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. These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 63% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum of 13% appreciation per annum from the date of grant or 200% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested. These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 75% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 15% appreciation per annum from the date of grant or 252% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested. These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved an 81% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 16% appreciation per annum from the date of grant or 280% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested. These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 55% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 13% appreciation per annum from the date of grant or 185% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested. These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 78% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 15% appreciation per annum from the date of grant or 208% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested. 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. /s/ M. Marnette Perry 2008-03-10 -----END PRIVACY-ENHANCED MESSAGE-----