KROGER CO — Director's Dealing 2015

Sep 18, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2015-09-17

Reporting Person: Madlinger Sukanya R (Senior Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	53450	Direct
Common Stock	5482.0051	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option	$12.37	2021-06-23	Common Stock (4200)		Direct
Non-Qualified Stock Option	$10.98	2022-07-12	Common Stock (12600)		Direct
Non-Qualified Stock Option	$18.88	2023-07-15	Common Stock (33600)		Direct
Non-Qualified Stock Option	$24.665	2024-07-15	Common Stock (30000)		Direct
Non-Qualified Stock Option	$38.33	2025-07-15	Common Stock (20993)		Direct
Non-Qualified Stock Option	$18.88	2023-07-15	Common Stock (500)		Indirect
Non-Qualified Stock Option	$24.665	2024-07-15	Common Stock (868)		Indirect

Footnotes

F1: The reporting person's spouse is a former employee of The Kroger Co. The total amount of securities directly owned by the reporting person's spouse 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.

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.

F3: 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.