KROGER CO — Director's Dealing 2013

Mar 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2013-03-08

Reporting Person: MARMER LYNN (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-08	Common Stock	S	3400	$30.405	Disposed	45585.461	Direct
2013-03-08	Common Stock	M	15000	$19.94	Acquired	60585.461	Direct
2013-03-08	Common Stock	S	126	$30.382	Disposed	60459.461	Direct
2013-03-08	Common Stock	S	1885	$30.39	Disposed	58574.461	Direct
2013-03-08	Common Stock	S	200	$30.392	Disposed	58374.461	Direct
2013-03-08	Common Stock	S	3489	$30.40	Disposed	54885.461	Direct
2013-03-08	Common Stock	S	8900	$30.405	Disposed	45985.461	Direct
2013-03-08	Common Stock	S	400	$30.41	Disposed	45585.461	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-08	Non-Qualified Stock Option	$19.94	M	15000	Disposed	2016-05-04	Common Stock (15000)	Direct

Footnotes

F1: 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.

F2: 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.