KROGER CO — Director's Dealing 2013

Apr 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2013-04-02

Reporting Person: COVERT GEOFFREY J (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-02	Common Stock	M	40000	$17.31	Acquired	154247.3744	Direct
2013-04-02	Common Stock	S	40000	$32.744	Disposed	114247.3744	Direct
2013-04-02	Common Stock	M	5000	$15.92	Acquired	119247.3744	Direct
2013-04-02	Common Stock	S	5000	$32.756	Disposed	114247.3744	Direct
2013-04-02	Common Stock	M	40000	$16.385	Acquired	154247.3744	Direct
2013-04-02	Common Stock	S	40000	$32.746	Disposed	114247.3744	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-02	Non-Qualified Stock Option	$17.31	M	40000	Disposed	2014-05-06	Common Stock (40000)	Direct
2013-04-02	Non-Qualified Stock Option	$15.92	M	5000	Disposed	2015-04-08	Common Stock (5000)	Direct
2013-04-02	Non-Qualified Stock Option	$16.385	M	40000	Disposed	2015-05-05	Common Stock (40000)	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 $32.71 to $32.78, 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 $32.755 to $32.762, 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 $32.73 to $32.755, 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: 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.

F5: These options were granted under an option plan of The Kroger Co. and vest in equal annual installments in whole share amounts over a three-year period, at the rate of one-third per year commencing one year after the date of grant, with the remainder vesting three years from the date of grant.