KROGER CO — Director's Dealing 2013

Mar 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2013-03-22

Reporting Person: HJELM CHRISTOPHER T (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-22	Common Stock	S	12635	$32.462	Disposed	95009	Direct
2013-03-22	Common Stock	M	7000	$19.94	Acquired	102009	Direct
2013-03-22	Common Stock	M	20000	$28.27	Acquired	122009	Direct
2013-03-22	Common Stock	S	20000	$32.309	Disposed	102009	Direct
2013-03-22	Common Stock	M	16000	$28.61	Acquired	118009	Direct
2013-03-22	Common Stock	S	16000	$32.305	Disposed	102009	Direct
2013-03-22	Common Stock	M	12000	$22.34	Acquired	114009	Direct
2013-03-22	Common Stock	S	12000	$32.292	Disposed	102009	Direct
2013-03-22	Common Stock	M	8000	$20.16	Acquired	110009	Direct
2013-03-22	Common Stock	S	8000	$32.30	Disposed	102009	Direct
2013-03-22	Common Stock	M	5072	$24.74	Acquired	107081	Direct
2013-03-22	Common Stock	S	5072	$32.309	Disposed	102009	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-22	Non-Qualified Stock Option	$19.94	M	7000	Disposed	2016-05-04	Common Stock (7000)	Direct
2013-03-22	Non-Qualified Stock Option	$28.27	M	20000	Disposed	2017-06-28	Common Stock (20000)	Direct
2013-03-22	Non-Qualified Stock Option	$28.61	M	16000	Disposed	2018-06-26	Common Stock (16000)	Direct
2013-03-22	Non-Qualified Stock Option	$22.34	M	12000	Disposed	2019-06-25	Common Stock (12000)	Direct
2013-03-22	Non-Qualified Stock Option	$20.16	M	8000	Disposed	2020-06-24	Common Stock (8000)	Direct
2013-03-22	Non-Qualified Stock Option	$24.74	M	5072	Disposed	2021-06-23	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 $32.43 to $32.48, 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 $32.30 to $32.32, 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 $32.30 to $32.31, 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 $32.28 to $32.31, 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: 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.