KROGER CO — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2013-03-31

Reporting Person: LAMACCHIA JOHN T (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-31	Phantom Stock	$0.00	A	630.1462	Acquired		Common Stock (630.1462)	Direct
2013-06-30	Phantom Stock	$0.00	A	559.034	Acquired		Common Stock (559.034)	Direct
2013-09-30	Phantom Stock	$0.00	A	544.3541	Acquired		Common Stock (544.3541)	Direct
2013-12-31	Phantom Stock	$0.00	A	530.0324	Acquired		Common Stock (530.0324)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	80881	Direct

Footnotes

F1: Each phantom share represents the right to receive in cash the value of one share of common stock upon distribution from the deferred compensation account.

F2: The Reporting Person retired from the Kroger board of directors effective December 12, 2013. The value of the shares of phantom stock will be paid out as soon as reasonably practicable following the date of retirement.