KROGER CO — Director's Dealing 2013

Oct 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2013-10-11

Reporting Person: COVERT GEOFFREY J (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-11	Common Stock	M	15000	$19.94	Acquired	100427.3744	Direct
2013-10-11	Common Stock	M	17500	$28.27	Acquired	117927.3744	Direct
2013-10-11	Common Stock	M	20000	$28.61	Acquired	137927.3744	Direct
2013-10-11	Common Stock	M	4000	$23.94	Acquired	141927.3744	Direct
2013-10-11	Common Stock	M	12000	$22.34	Acquired	153927.3744	Direct
2013-10-11	Common Stock	M	12000	$20.16	Acquired	165927.3744	Direct
2013-10-11	Common Stock	M	10144	$24.74	Acquired	176071.3744	Direct
2013-10-11	Common Stock	M	5072	$21.96	Acquired	181143.3744	Direct
2013-10-11	Common Stock	S	15000	$41.506	Disposed	166143.3744	Direct
2013-10-11	Common Stock	M	17500	$41.525	Disposed	148643.3744	Direct
2013-10-11	Common Stock	S	20000	$41.602	Disposed	128643.3744	Direct
2013-10-11	Common Stock	S	4000	$40.808	Disposed	124643.3744	Direct
2013-10-11	Common Stock	S	12000	$41.188	Disposed	112643.3744	Direct
2013-10-11	Common Stock	S	12000	$41.172	Disposed	100643.3744	Direct
2013-10-11	Common Stock	S	10144	$41.102	Disposed	90499.3744	Direct
2013-10-11	Common Stock	S	5072	$40.867	Disposed	85427.3744	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-11	Non-Qualified Stock Option	$19.94	M	15000	Disposed	2016-05-04	Common Stock (15000)	Direct
2013-10-11	Non-Qualified Stock Option	$28.27	M	17500	Disposed	2017-06-28	Common Stock (17500)	Direct
2013-10-11	Non-Qualified Stock Option	$28.61	M	20000	Disposed	2018-06-26	Common Stock (20000)	Direct
2013-10-11	Non-Qualified Stock Option	$22.34	M	12000	Disposed	2019-06-25	Common Stock (12000)	Direct
2013-10-11	Non-Qualified Stock Option	$20.16	M	12000	Disposed	2020-06-24	Common Stock (12000)	Direct
2013-10-11	Non-Qualified Stock Option	$23.94	M	4000	Disposed	2021-03-10	Common Stock (4000)	Direct
2013-10-11	Non-Qualified Stock Option	$24.74	M	10144	Disposed	2021-06-23	Common Stock (10144)	Direct
2013-10-11	Non-Qualified Stock Option	$21.96	M	5072	Disposed	2022-07-12	Common Stock (5072)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.42 to $41.56, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.42 to $41.61, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.57 to $41.64, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.79 to $40.83, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.05 to $41.27, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.00 to $41.47, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.84 to $41.26, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.77 to $40.94, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F9: 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.

F10: 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.