KROGER CO — Director's Dealing 2016

Jul 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2016-07-12

Reporting Person: Madlinger Sukanya R (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-12	Common Stock	F	1109	$37.39	Disposed	64164	Direct
2016-07-13	Common Stock	A	12519	$0.00	Acquired	76683	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-13	Non-Qualified Stock Option	$37.48	A	43767	Acquired	2026-07-13	Common Stock (43767)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5522.0292	Indirect

Footnotes

F1: Payment of tax liability associated with restricted stock.

F2: 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.

F3: Between March 31, 2016 and June 30, 2016, the reporting person's spouse acquired 14.0991 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees.

F4: The reporting person's spouse is a former employee of The Kroger Co. The total amount of securities directly owned by the reporting person's spouse 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: 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.