KROGER CO — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2016-02-16

Reporting Person: DONNELLY MICHAEL JOSEPH (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-16	Common Stock	M	8453	$14.135	Acquired	220502.7193	Direct
2016-02-16	Common Stock	S	8253	$39.00	Disposed	212249.7193	Direct
2016-02-16	Common Stock	S	100	$39.005	Disposed	212149.7193	Direct
2016-02-16	Common Stock	S	100	$39.01	Disposed	212049.7193	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-16	Non-Qualified Stock Option	$14.135	M	8453	Disposed	2017-06-28	Common Stock (8453)	Direct

Footnotes

F1: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 16, 2015.

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.