KROGER CO — Director's Dealing 2014

Mar 17, 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: Tuffin Mark C (Senior Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45108.3797	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option	$19.94	2016-05-04	Common Stock (6000)	6000	Direct
Non-Qualified Stock Option	$28.61	2018-06-26	Common Stock (6500)	6500	Direct
Non-Qualified Stock Option	$22.34	2019-06-25	Common Stock (6500)	6500	Direct
Non-Qualified Stock Option	$20.16	2020-06-24	Common Stock (6500)	6500	Direct
Non-Qualified Stock Option	$24.74	2021-06-23	Common Stock (7500)	7500	Direct
Non-Qualified Stock Option	$22.61	2014-09-15	Common Stock (10000)	10000	Direct
Non-Qualified Stock Option	$21.96	2022-07-12	Common Stock (10500)	10500	Direct
Non-Qualified Stock Option	$37.76	2023-07-15	Common Stock (10500)	10500	Direct

Footnotes

F1: This amount includes 4,000 shares that inadvertently were not reported on the Reporting Person's Form 3 filed on January 17, 2014 and subsequent Form 3/A and Form 4 filings.

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.

F4: These options were granted under an option plan of The Kroger Co. and vest in equal annual installments in whole share amounts over a three-year period, at the rate of one-third per year commencing one year after the date of grant, with the remainder vesting three years from the date of grant.