KROGER CO — Director's Dealing 2014

Dec 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2014-12-11

Reporting Person: Tosolini Alessandro (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-11	Common Stock	A	8250	$0.00	Acquired	8250	Direct
2014-12-11	Common Stock	A	34000	$0.00	Acquired	42250	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-11	Non-Qualified Stock Option	$61.89	A	22000	Acquired	2024-12-11	Common Stock (22000)	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: 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.