KROGER CO — Director's Dealing 2016

Feb 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2016-02-01

Reporting Person: DONNELLY MICHAEL JOSEPH (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-01	Common Stock	M	10000	$14.135	Acquired	222049.7193	Direct
2016-02-01	Common Stock	S	10000	$39.00	Disposed	212049.7193	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	Non-Qualified Stock Option	$14.135	M	10000	Disposed	2017-06-28	Common Stock (10000)	Direct

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 16, 2015.

F2: Between September 30, 2015 and December 31, 2015, the reporting person acquired 39.4683 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees as of December 31, 2015.

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.

F4: 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.