KROGER CO — Director's Dealing 2015

Jan 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2015-01-02

Reporting Person: Foley Todd A (Vice President and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-02	Common Stock	M	3500	$28.27	Acquired	18881	Direct
2015-01-02	Common Stock	M	3500	$28.61	Acquired	22381	Direct
2015-01-02	Common Stock	S	7000	$64.35	Disposed	15381	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-02	Non-Qualified Stock Option	$28.61	M	3500	Disposed	2018-06-26	Common Stock (3500)	Direct
2015-01-02	Non-Qualified Stock Option	$28.27	M	3500	Disposed	2017-06-28	Common Stock (3500)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.326 to $64.382, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

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.