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KROGER CO Director's Dealing 2014

Jun 25, 2014

30047_dirs_2014-06-25_376b5285-f7e4-4507-a216-21b6744ad0c9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2014-06-23

Reporting Person: PERRY M MARNETTE (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-06-23 Common Stock F 905 $49.40 Disposed 139351.4964 Direct
2014-06-23 Common Stock M 20000 $16.385 Acquired 159351.4964 Direct
2014-06-23 Common Stock S 20000 $49.516 Disposed 139351.4964 Direct
2014-06-24 Common Stock F 714 $49.17 Disposed 138637.4964 Direct

Footnotes

F1: Payment of tax liability associated with restricted stock.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.46 to $49.58, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F3: 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.