KROGER CO — Director's Dealing 2013

Jul 3, 2013

SEC Form 4/A — Form 4/A

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2013-06-25

Reporting Person: MCMULLEN W RODNEY (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-25	Common Stock	J	9326	—	Acquired	837200.475	Direct

Footnotes

F1: On 6/25/2013 the reporting person filed a Form 4 reporting that 9,326 shares had been withheld, due to an administrative error by the third party administrator, in payment of tax liability associated with restricted stock. The tax liability was satisfied by a cash payment, and shares were not withheld. This amendment corrects the earlier report.

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.