KROGER CO — Director's Dealing 2014

Oct 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2014-10-09

Reporting Person: ROGEL STEVEN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-09	Common Stock	M	10000	$16.60	Acquired	65721	Direct
2014-10-09	Common Stock	S	10000	$54.00	Disposed	55721	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-09	Non-Qualified Stock Option	$16.60	M	10000	Disposed	2014-12-09	Common Stock (10000)	Direct

Footnotes

F1: 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.