Edgar Filing: KROGER CO

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

MCMULLEN W RODNEY

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

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman of the Board & CEO

(Last)

(First)

(Middle)

THE KROGER CO.,Â 1014 VINE STREET

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/31/2015

(Street)

CINCINNATI,Â OHÂ 45202

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

6. Individual or Joint/Group Reporting
(check applicable line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	Â	Â	Â	Â	Â	Â	1,030,764.9219 ⁽¹⁾ ⁽²⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option

$ 16.385

Â ⁽³⁾

05/05/2015

Common Stock

75,000

Non-Qualified Stock Option

$ 19.94

Â ⁽³⁾

05/04/2016

Common Stock

60,000

Non-Qualified Stock Option

$ 28.27

Â ⁽³⁾

06/28/2017

Common Stock

60,000

Non-Qualified Stock Option

$ 28.61

Â ⁽³⁾

06/26/2018

Common Stock

65,000

Non-Qualified Stock Option

$ 22.34

Â ⁽³⁾

06/25/2019

Common Stock

65,000

Non-Qualified Stock Option

$ 20.16

Â ⁽³⁾

06/24/2020

Common Stock

70,000

Non-Qualified Stock Option

$ 24.74

Â ⁽³⁾

06/23/2021

Common Stock

91,440

Non-Qualified Stock Option

$ 21.96

Â ⁽³⁾

07/12/2022

Common Stock

97,440

Non-Qualified Stock Option

$ 37.76

Â ⁽³⁾

07/15/2023

Common Stock

97,440

Non-Qualified Stock Option

$ 49.33

Â ⁽³⁾

07/15/2024

Common Stock

150,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MCMULLEN W RODNEY THE KROGER CO. 1014 VINE STREET CINCINNATI,Â OHÂ 45202	Â X	Â	Â Chairman of the Board & CEO	Â

Signatures

/s/ W. Rodney McMullen		02/24/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Between February 2, 2014 and January 31, 2015, the reporting person acquired 1,442.2412 shares of Kroger common stock 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 by plan trustees.
(2)	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.
(3)	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.

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