KROGER CO — Director's Dealing 2014

Jan 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2014-01-21

Reporting Person: LEWIS DAVID B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-21	Common Stock	M	5000	$19.525	Acquired	46122.362	Direct
2014-01-21	Common Stock	S	5000	$37.00	Disposed	41122.362	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-21	Non-Qualified Stock Option	$19.525	M	5000	Disposed	2015-12-08	Common Stock (5000)	Direct

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 18, 2013.

F2: 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.