KROGER CO — Director's Dealing 2015

Jul 16, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SHACKOULS BOBBY S (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-15	Phantom Stock - Incentive Shares	$0.00	A	4320	Acquired		Common Stock (4320)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	42370	Direct
Common Stock	36870	Indirect

Footnotes

F1: On July 13, 2015, the common shares of The Kroger Co. split 2-for-1, resulting in the reporting person's ownership of 21,185 additional common shares.

F2: On July 13, 2015, the common shares of The Kroger Co. split 2-for-1, resulting in the ownership of 18,435 additional common shares by the reporting person's spouse.

F3: Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account.

F4: Shares of phantom stock will be distributed following termination of the reporting person's services as an Independent Director of The Kroger Co.