KROGER CO — Director's Dealing 2014

Feb 18, 2014

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

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

Reporting Person: MOORE CLYDE R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-19	Common Stock	G	200	$0.00	Disposed	53620	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option	$19.525	2015-12-08	Common Stock (5000)	5000	Direct
Non-Qualified Stock Option	$23.10	2016-12-07	Common Stock (5000)	5000	Direct
Non-Qualified Stock Option	$26.21	2017-12-13	Common Stock (5000)	5000	Direct
Non-Qualified Stock Option	$26.14	2018-12-11	Common Stock (6500)	6500	Direct
Non-Qualified Stock Option	$20.06	2019-12-10	Common Stock (6500)	6500	Direct
Non-Qualified Stock Option	$20.76	2020-12-09	Common Stock (6500)	6500	Direct
Non-Qualified Stock Option	$24.74	2021-06-23	Common Stock (6500)	6500	Direct
Non-Qualified Stock Option	$21.96	2022-07-12	Common Stock (6500)	6500	Direct

Footnotes

F1: 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.