KROGER CO — Director's Dealing 2012

Mar 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2012-03-13

Reporting Person: MOORE CLYDE R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-13	Common Stock	M	5000	$15.26	Acquired	48950	Direct
2012-03-13	Common Stock	S	2800	$24.18	Disposed	46150	Direct
2012-03-13	Common Stock	S	2200	$24.184	Disposed	43950	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-13	Non-Qualified Stock Option	$15.26	M	5000	Disposed	2012-09-19	Common Stock (5000)	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.