KROGER CO — Director's Dealing 2016

Jun 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2016-06-23

Reporting Person: Clark Robert W (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-23	Common Stock	F	935	$34.67	Disposed	103619.6648	Direct

Footnotes

F1: Payment of tax liability associated with restricted stock.

F2: Between January 1, 2016 and March 31, 2016, the reporting person acquired 102.0201 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees.

F3: 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.