KROGER CO — Director's Dealing 2014

Jul 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2014-07-15

Reporting Person: Massa Timothy A (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-15	Common Stock	F	843	$49.33	Disposed	21331	Direct
2014-07-15	Common Stock	A	6750	$0.00	Acquired	28081	Direct
2014-07-15	Common Stock	A	4000	$0.00	Acquired	32081	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-15	Non-Qualified Stock Option	$49.33	A	15000	Acquired	2024-07-15	Common Stock (15000)	Direct
2014-07-15	Non-Qualified Stock Option	$49.33	A	8000	Acquired	2024-07-15	Common Stock (8000)	Direct

Footnotes

F1: Payment of tax liability associated with restricted stock.

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: 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.

F4: 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.

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.