KROGER CO — Director's Dealing 2014

Jun 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: DILLON DAVID B (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-23	Common Stock	F	10114	$49.40	Disposed	875249.9373	Direct
2014-06-24	Common Stock	F	8203	$49.17	Disposed	867046.9373	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	173413	Indirect
Common Stock	133979	Indirect

Footnotes

F1: Payment of tax liability associated with restricted stock.

F2: 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.