KROGER CO — Director's Dealing 2012

Nov 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2012-11-01

Reporting Person: PHILLIPS SUSAN M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-01	Common Stock	M	6000	$16.60	Acquired	51300.823	Direct
2012-11-01	Common Stock	F	3961	$25.14	Disposed	47339.823	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-01	Non-Qualified Stock Option	$16.60	M	6000	Disposed	2014-12-09	Common Stock (6000)	Direct

Footnotes

F1: 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.