KROGER CO — Director's Dealing 2015

Feb 20, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2015-01-31

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32587.4535	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option	$16.385	2015-05-05	Common Stock (6000)	6000	Direct
Non-Qualified Stock Option	$19.94	2016-05-04	Common Stock (6000)	6000	Direct
Non-Qualified Stock Option	$28.27	2017-06-28	Common Stock (6000)	6000	Direct
Non-Qualified Stock Option	$28.61	2018-06-26	Common Stock (8000)	8000	Direct
Non-Qualified Stock Option	$22.34	2019-06-25	Common Stock (8000)	8000	Direct
Non-Qualified Stock Option	$20.16	2020-06-24	Common Stock (8000)	8000	Direct
Non-Qualified Stock Option	$24.74	2021-06-23	Common Stock (8000)	8000	Direct
Non-Qualified Stock Option	$21.96	2022-07-12	Common Stock (8000)	8000	Direct
Non-Qualified Stock Option	$37.76	2023-07-15	Common Stock (8000)	8000	Direct
Non-Qualified Stock Option	$49.33	2024-07-15	Common Stock (8000)	8000	Direct

Footnotes

F1: Between February 2, 2014 and January 31, 2015, the reporting person acquired 163.1389 shares of Kroger common stock 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 by plan trustees.

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.

F3: 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.