KROGER CO — Director's Dealing 2013

Mar 20, 2013

SEC Form 4/A — Form 4/A

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2013-03-14

Reporting Person: Clark Robert W (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-14	Common Stock	A	5000	$0.00	Acquired	29537.2405	Direct
2013-03-14	Common Stock	A	1250	$0.00	Acquired	30787.2405	Direct
2013-03-14	Common Stock	A	449	$0.00	Acquired	31236.2405	Direct
2013-03-14	Common Stock	F	197	$31.50	Disposed	31039.2405	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-14	Non-Qualified Stock Option	$31.50	A	10000	Acquired	2023-03-14	Common Stock (10000)	Direct
2013-03-14	Non-Qualified Stock Option	$31.50	A	2500	Acquired	2023-03-14	Common Stock (2500)	Direct

Footnotes

F1: 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 three-year period, at the rate of 33% per year commencing one year from the date of the award.

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: Payment of tax liability associated with share award.

F4: 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.

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.

F6: 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.