KROGER CO — Director's Dealing 2016

Mar 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2016-03-10

Reporting Person: Sharp Erin S (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-10	Common Stock	A	5250	$0.00	Acquired	65858.8804	Direct
2016-03-10	Common Stock	F	1797	$37.73	Disposed	64061.8804	Direct

Footnotes

F1: Payment of tax liability associated with share award.

F2: Between September 30, 2015 and December 31, 2015, the reporting person acquired 8.4014 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees.

F3: 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.