KROGER CO — Director's Dealing 2012

Dec 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2012-12-12

Reporting Person: SHACKOULS BOBBY S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-12	Common Stock	M	10000	$16.60	Acquired	45250	Direct
2012-12-12	Common Stock	S	500	$26.572	Disposed	44750	Direct
2012-12-12	Common Stock	S	9400	$26.575	Disposed	35350	Direct
2012-12-12	Common Stock	S	100	$26.58	Disposed	35250	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-12	Non-Qualified Stock Option	$16.60	M	10000	Disposed	2014-12-09	Common Stock (10000)	Direct

Footnotes

F1: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse 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 award.