KROGER CO — Director's Dealing 2013

Mar 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2013-03-18

Reporting Person: PERRY M MARNETTE (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-18	Common Stock	M	20000	$18.185	Acquired	151685.8275	Direct
2013-03-18	Common Stock	S	1700	$31.68	Disposed	149985.8275	Direct
2013-03-18	Common Stock	S	18300	$31.685	Disposed	131685.8275	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-18	Non-Qualified Stock Option	$18.185	M	20000	Disposed	2013-09-18	Common Stock (20000)	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.