KROGER CO — Director's Dealing 2015

Dec 8, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2015-12-04

Reporting Person: VAN OFLEN MARY ELIZABETH (Vice President & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-04	Common Stock	G	100	$0.00	Disposed	67877.5855	Direct

Footnotes

F1: Between June 30, 2015 and September 30, 2015, the reporting person acquired 74.5593 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees as of September 30, 2015.

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.