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KROGER CO Director's Dealing 2014

Feb 19, 2014

30047_dirs_2014-02-19_fbef3cb3-4392-4d72-9d53-d7dfb6e6ab0c.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: Sharp Erin S (Group Vice President)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 22058.0395 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Non-Qualified Stock Option $21.96 2022-07-12 Common Stock (3625) 3625 Direct
Non-Qualified Stock Option $26.90 2022-12-06 Common Stock (7250) 7250 Direct
Non-Qualified Stock Option $37.76 2023-07-15 Common Stock (20500) 20500 Direct

Footnotes

F1: Between February 2, 2013 and February 1, 2014, the reporting person acquired 121.9531 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.