KROGER CO — Director's Dealing 2012

Mar 7, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2012-01-28

Reporting Person: PERRY M MARNETTE (Senior Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	118676.6436	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Performance Stock Option	$22.995	2012-05-09	Common Stock (10000)	10000	Direct
Non-Qualified Stock Option	$22.995	2012-05-09	Common Stock (20000)	20000	Direct
Non-Qualified Stock Option	$14.925	2012-12-12	Common Stock (60000)	60000	Direct
Non-Qualified Stock Option	$18.185	2013-09-18	Common Stock (20000)	20000	Direct
Non-Qualified Stock Option	$17.31	2014-05-06	Common Stock (40000)	40000	Direct
Non-Qualified Stock Option	$16.385	2015-05-05	Common Stock (40000)	40000	Direct
Non-Qualified Stock Option	$19.94	2016-05-04	Common Stock (20000)	20000	Direct
Non-Qualified Stock Option	$28.27	2017-06-28	Common Stock (20000)	20000	Direct
Non-Qualified Stock Option	$28.61	2018-06-26	Common Stock (20000)	20000	Direct
Non-Qualified Stock Option	$22.34	2019-06-25	Common Stock (15000)	15000	Direct
Non-Qualified Stock Option	$20.16	2020-06-24	Common Stock (20000)	20000	Direct
Non-Qualified Stock Option	$24.74	2021-06-23	Common Stock (25360)	25360	Direct

Footnotes

F1: Between January 29, 2011 and January 28, 2012, the reporting person acquired 1,957.2936 shares of Kroger common stock 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 by plan trustees.

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.

F3: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 55% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 13% appreciation per annum from the date of grant or 185% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

F4: 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.