KROGER CO — Director's Dealing 2015

Jul 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2015-07-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-15	Common Stock	A	2896	$0.00	Acquired	68776.0262	Direct
2015-07-15	Common Stock	F	873	$38.33	Disposed	67903.0262	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-15	Non-Qualified Stock Option	$38.33	A	8005	Acquired	2025-07-15	Common Stock (8005)	Direct

Footnotes

F1: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse 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 award.

F2: Payment of tax liability associated with restricted stock.

F3: On July 13, 2015, the common shares of The Kroger Co. split 2-for-1, resulting in the reporting person's ownership of 32,940.0131 additional common shares.

F4: 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.

F5: 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.