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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 2270 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative 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) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
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 at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Non-Qualified Stock Option | $ 10.375 | Â | Â | Â | Â | Â | Â (2) | 04/17/2006 | Common Stock | Â | 48,000 | Â | ||
| Non-Qualified Stock Option | $ 13.4375 | Â | Â | Â | Â | Â | Â (3) | 05/14/2007 | Common Stock | Â | 18,000 | Â | ||
| Non-Qualified Performance Stock Option | $ 13.4375 | Â | Â | Â | Â | Â | Â (4) | 05/14/2007 | Common Stock | Â | 18,000 | Â | ||
| Non-Qualified Stock Option | $ 22.2344 | Â | Â | Â | Â | Â | Â (3) | 04/15/2008 | Common Stock | Â | 18,000 | Â | ||
| Non-Qualified Performance Stock Option | $ 22.2344 | Â | Â | Â | Â | Â | Â (4) | 04/15/2008 | Common Stock | Â | 18,000 | Â | ||
| Non-Qualified Stock Option | $ 27.1719 | Â | Â | Â | Â | Â | Â (3) | 05/26/2009 | Common Stock | Â | 18,000 | Â | ||
| Non-Qualified Performance Stock Option | $ 27.1719 | Â | Â | Â | Â | Â | Â (5) | 05/26/2009 | Common Stock | Â | 18,000 | Â | ||
| Non-Qualified Stock Option | $ 16.5938 | Â | Â | Â | Â | Â | Â (3) | 02/10/2010 | Common Stock | Â | 10,000 | Â | ||
| Non-Qualified Performance Stock Option | $ 16.5938 | Â | Â | Â | Â | Â | Â (6) | 02/10/2010 | Common Stock | Â | 10,000 | Â | ||
| Non-Qualified Stock Option | $ 24.43 | Â | Â | Â | Â | Â | Â (3) | 05/09/2011 | Common Stock | Â | 10,000 | Â | ||
| Non-Qualified Performance Stock Option | $ 24.43 | Â | Â | Â | Â | Â | Â (7) | 05/09/2011 | Common Stock | Â | 10,000 | Â | ||
| Non-Qualified Stock Option | $ 22.995 | Â | Â | Â | Â | Â | Â (3) | 05/09/2012 | Common Stock | Â | 20,000 | Â | ||
| Non-Qualified Performance Stock Option | $ 22.995 | Â | Â | Â | Â | Â | Â (8) | 05/09/2012 | Common Stock | Â | 10,000 | Â | ||
| Non-Qualified Stock Option | $ 14.925 | Â | Â | Â | Â | Â | Â (3) | 12/12/2012 | Common Stock | Â | 60,000 | Â | ||
| Non-Qualified Stock Option | $ 17.31 | Â | Â | Â | Â | Â | Â (3) | 05/06/2014 | Common Stock | Â | 30,000 | Â | ||
| Non-Qualified Stock Option | $ 15.665 | Â | Â | Â | Â | Â | Â (3) | 09/16/2014 | Common Stock | Â | 10,000 | Â | ||
| Non-Qualified Stock Option | $ 16.385 | Â | Â | Â | Â | Â | Â (3) | 05/05/2015 | Common Stock | Â | 40,000 | Â | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Burgon E John 1014 VINE STREET CINCINNATI, OH 45202 |
 |  |  Senior Vice President |  |
| /s/ E. John Burgon | 02/21/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | 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. |
| (2) | These options were granted under an option plan of The Kroger Co. and vest in equal annual installments in whole share amounts over a three-year period, at the rate of one-third per year commencing one year after the date of grant, with the remainder vesting three years from the date of grant. |
| (3) | 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 grant. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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. |
| (7) | 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. |
| (8) | 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. |