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: SCHLOTMAN J MICHAEL (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-10	Common Stock	A	27320	$0.00	Acquired	385602.3866	Direct
2016-03-10	Common Stock	F	10090	$37.73	Disposed	375512.3866	Direct
2016-03-14	Common Stock	S	17230	$38.4839	Disposed	358282.3866	Direct

Footnotes

F1: Payment of tax liability associated with share award.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.35 to $38.60, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F3: Between September 30, 2015 and December 31, 2015, the reporting person acquired 93.1430 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees.

F4: 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.