KROGER CO — Director's Dealing 2012

Jun 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2012-06-25

Reporting Person: Dougherty Kevin M (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-25	Common Stock	F	470	$22.69	Disposed	53251.8245	Direct
2012-06-26	Common Stock	F	470	$22.54	Disposed	52781.8245	Direct

Footnotes

F1: Payment of tax liability associated with restricted stock.

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.