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KROGER CO Director's Dealing 2009

Mar 3, 2009

30047_dirs_2009-03-03_4d00342a-51d5-48dc-8eb6-19f7c7737c6e.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2009-01-31

Reporting Person: Kaufman Calvin J (Group Vice President)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 27563.1703 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Non-Qualified Stock Option $27.1719 2009-05-27 Common Stock (3000) 3000 Direct
Non-Qualified Stock Option $25.0313 2009-08-24 Common Stock (2000) 2000 Direct
Non-Qualified Stock Option $16.5938 2010-02-11 Common Stock (4000) 4000 Direct
Non-Qualified Stock Option $24.43 2011-05-10 Common Stock (1700) 1700 Direct
Non-Qualified Stock Option $22.995 2012-05-09 Common Stock (1700) 1700 Direct
Non-Qualified Stock Option $15.26 2012-09-19 Common Stock (3300) 3300 Direct
Non-Qualified Stock Option $14.925 2012-12-12 Common Stock (1700) 1700 Direct
Non-Qualified Stock Option $16.225 2013-01-23 Common Stock (2300) 2300 Direct
Non-Qualified Stock Option $17.31 2014-05-06 Common Stock (4000) 4000 Direct
Non-Qualified Stock Option $16.385 2015-05-05 Common Stock (5000) 5000 Direct
Non-Qualified Stock Option $19.94 2016-05-04 Common Stock (2500) 2500 Direct
Non-Qualified Stock Option $28.27 2017-06-28 Common Stock (3500) 3500 Direct
Non-Qualified Stock Option $28.61 2018-06-26 Common Stock (15000) 15000 Direct

Footnotes

F1: Between February 3, 2008 and January 31, 2009, the reporting person acquired 9.9335 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.

F2: 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.

F3: 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.