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: ANDERSON REUBEN V (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-15	Phantom Stock - Incentive Shares	$0.00	A	1368	Acquired		Common Stock (1368)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	64990	Direct

Footnotes

F1: Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account.

F2: Shares of phantom stock are payable following termination of the reporting person's services as an Independent Director of Kroger.