KROGER CO — Director's Dealing 2016

Aug 8, 2016

SEC Form 4/A — Form 4/A

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2016-07-13

Reporting Person: Adcock Mary Ellen (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-13	Common Stock	A	13154	$0.00	Acquired	36824	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-13	Non-Qualified Stock Option	$37.48	A	36500	Acquired	2026-07-13	Common Stock (36500)	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: Due to an administrative error, the number of restricted shares awarded to the Reporting Person on 07/13/2016 was incorrectly reported as 11,020 shares. The correct number of restricted shares awarded was 13,154 shares.

F3: Due to an administrative error, the number of non-qualified stock options granted to the Reporting Person on 07/13/2016 was incorrectly reported as 41,110. The correct number of options granted was 36,500.

F4: 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.