KROGER CO — Director's Dealing 2012

Dec 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2012-12-06

Reporting Person: DONNELLY MICHAEL JOSEPH (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-06	Common Stock	A	5000	$0.00	Acquired	64690.7249	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 three-year period, at the rate of 33% per year commencing one year from the date of the award.

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.