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KROGER CO Director's Dealing 2014

Feb 19, 2014

30047_dirs_2014-02-19_42b8e0f0-15a8-4150-a1ae-cd66378c7481.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2014-02-01

Reporting Person: Williams R. Pete (Senior Vice President)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 83375.8787 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Non-Qualified Stock Option $28.27 2017-06-28 Common Stock (20000) 20000 Direct
Non-Qualified Stock Option $22.34 2019-06-25 Common Stock (10000) 10000 Direct
Non-Qualified Stock Option $20.16 2020-06-24 Common Stock (10000) 10000 Direct
Non-Qualified Stock Option $24.74 2021-06-23 Common Stock (25360) 25360 Direct
Non-Qualified Stock Option $21.96 2022-07-12 Common Stock (25360) 25360 Direct
Non-Qualified Stock Option $37.76 2023-07-15 Common Stock (25360) 25360 Direct

Footnotes

F1: Between February 2, 2013 and February 1, 2014, the reporting person acquired 375.2031 shares of Kroger common stock 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 by plan trustees.

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.

F3: 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.