SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Wheatley Christine S

(Last)

(First)

(Middle)

THE KROGER CO.

1014 VINE STREET

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2014

3. Issuer Name and Ticker or Trading Symbol
KROGER CO [ KR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,131	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option	⁽¹⁾	03/13/2018	Common Stock	1,000	$25	D
Non-Qualified Stock Option	⁽²⁾	06/25/2019	Common Stock	750	$22.34	D
Non-Qualified Stock Option	⁽²⁾	06/24/2020	Common Stock	1,250	$20.16	D
Non-Qualified Stock Option	⁽²⁾	06/24/2020	Common Stock	750	$20.16	D
Non-Qualified Stock Option	⁽²⁾	06/23/2021	Common Stock	2,000	$24.74	D
Non-Qualified Stock Option	⁽²⁾	07/12/2022	Common Stock	4,000	$21.96	D
Non-Qualified Stock Option	⁽²⁾	12/06/2022	Common Stock	2,000	$26.9	D
Non-Qualified Stock Option	⁽²⁾	07/15/2023	Common Stock	6,000	$37.76	D

Explanation of Responses:

1. These options were granted under an option plan of The Kroger Co. and vest in equal annual installments in whole share amounts over a three-year period, at the rate of one-third per year commencing one year after the date of grant, with the remainder vesting three years from the date of grant.

2. 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.

Remarks:

	/s/ Christine S. Wheatley	05/27/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.