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: MCMULLEN W RODNEY (Director, Chairman of the Board & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-15	Common Stock	A	86095	$0.00	Acquired	2232121.5896	Direct
2015-07-15	Common Stock	F	6831	$38.33	Disposed	2225290.5896	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-15	Non-Qualified Stock Option	$38.33	A	235415	Acquired	2025-07-15	Common Stock (235415)	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: Between January 31, 2015 and June 30, 2015, the reporting person acquired 572.3969 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees as of June 30, 2015.

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: On July 13, 2015, the common shares of The Kroger Co. split 2-for-1, resulting in the reporting person's ownership of 1,073,013.2948 additional common shares.

F6: 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.