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: HJELM CHRISTOPHER T (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-12	Common Stock	F	1769	$37.39	Disposed	234560	Direct
2016-07-13	Common Stock	A	29616	$0.00	Acquired	264176	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-13	Non-Qualified Stock Option	$37.48	A	103528	Acquired	2026-07-13	Common Stock (103528)	Direct

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: 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.