KROGER CO — Director's Dealing 2016

Apr 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2016-04-06

Reporting Person: VAN OFLEN MARY ELIZABETH (Vice President & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-06	Common Stock	M	12000	$9.97	Acquired	82665.3977	Direct
2016-04-06	Common Stock	S	6000	$38.50	Disposed	76665.3977	Direct
2016-04-06	Common Stock	S	6000	$39.00	Disposed	70665.3977	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-06	Non-Qualified Stock Option	$9.97	M	12000	Disposed	2016-05-04	Common Stock (12000)	Direct

Footnotes

F1: Between December 31, 2015 and March 31, 2016, the reporting person acquired 63.1314 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees.

F2: The total amount of securities directly owned by the reporting person 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.

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.