KROGER CO — Director's Dealing 2013

Jul 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2013-07-12

Reporting Person: VAN OFLEN MARY ELIZABETH (Vice President & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-12	Common Stock	F	194	$37.63	Disposed	26518.6873	Direct
2013-07-15	Common Stock	A	3000	$0.00	Acquired	29518.6873	Direct
2013-07-15	Common Stock	M	6000	$16.385	Acquired	35518.6873	Direct
2013-07-15	Common Stock	S	5900	$37.89	Disposed	29618.6873	Direct
2013-07-15	Common Stock	S	100	$37.895	Disposed	29518.6873	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-15	Non-Qualified Stock Option	$16.385	M	6000	Disposed	2015-05-05	Common Stock (6000)	Direct
2013-07-15	Non-Qualified Stock Option	$37.76	A	8000	Acquired	2023-07-15	Common Stock (8000)	Direct

Footnotes

F1: Payment of tax liability associated with restricted stock.

F2: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse 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 award.

F3: 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.

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.