SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BANATI AMIT

(Last)

(First)

(Middle)

ONE KELLOGG SQUARE

P O BOX 3599

(Street)

BATTLE CREEK

49016-3599

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KELLOGG CO [ K ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2023

4. 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 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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common								79,245	D

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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$69.66	08/14/2023		G⁽¹⁾			39,200	⁽²⁾	02/16/2028	Common	39,200	$0.0000	0.0000	D
Stock Option	$72.9	08/14/2023		G⁽¹⁾			29,200	⁽³⁾	02/17/2027	Common	29,200	$0.0000	0.0000	D
Stock Option	$75.52	08/14/2023		G⁽¹⁾			30,600	⁽⁴⁾	02/19/2016	Common	30,600	$0.0000	0.0000	D
Stock Option	$57.91	08/14/2023		G⁽¹⁾			49,880	⁽⁵⁾	02/19/2031	Common	49,880	$0.0000	0.0000	D
Stock Option	$64.09	08/14/2023		G⁽¹⁾			19,500	⁽⁶⁾	02/20/2025	Common	19,500	$0.0000	0.0000	D
Stock Option	$65.52	08/14/2023		G⁽¹⁾			44,090	⁽⁷⁾	02/21/2030	Common	44,090	$0.0000	0.0000	D
Stock Option	$56.73	08/14/2023		G⁽¹⁾			33,220	⁽⁸⁾	02/22/2029	Common	33,220	$0.0000	0.0000	D
Stock Option	$69.66	08/14/2023		G⁽¹⁾		39,200		⁽²⁾	02/16/2028	Common	39,200	$0.0000	39,200	I	Held in Trust by Spouse and Child
Stock Option	$72.9	08/14/2023		G⁽¹⁾		29,200		⁽³⁾	02/17/2027	Common	29,200	$0.0000	29,200	I	Held in Trust by Spouse and Child
Stock Option	$75.52	08/14/2023		G⁽¹⁾		30,600		⁽⁴⁾	02/19/2016	Common	30,600	$0.0000	30,600	I	Held in Trust by Spouse and Child
Stock Option	$57.91	08/14/2023		G⁽¹⁾		49,880		⁽⁵⁾	02/19/2031	Common	49,880	$0.0000	49,880	I	Held in Trust by Spouse and Child
Stock Option	$64.09	08/14/2023		G⁽¹⁾		19,500		⁽⁶⁾	02/20/2025	Common	19,500	$0.0000	19,500	I	Held in Trust by Spouse and Child
Stock Option	$65.52	08/14/2023		G⁽¹⁾		44,090		⁽⁷⁾	02/21/2030	Common	44,090	$0.0000	44,090	I	Held in Trust by Spouse and Child
Stock Option	$56.73	08/14/2023		G⁽¹⁾		33,220		⁽⁸⁾	02/22/2029	Common	33,220	$0.0000	33,220	I	Held in Trust by Spouse and Child

Explanation of Responses:

1. Transfer of shares to a trust where the Reporting Person is the beneficiary and co-trustee.

2. The option vests in three equal annual installments beginning February 16, 2019.

3. The option vests in three equal annual installments beginning February 17, 2018.

4. The option vests in three equal annual installments beginning February 19, 2007.

5. The option vests in three equal annual installments beginning February 19, 2022.

6. The option vests in three equal annual installments beginning February 20, 2016.

7. The option vests in three equal annual installments beginning February 21, 2021.

8. The option vests in three equal annual installments beginning February 22, 2020.

	Gary H. Pilnick, Attorney-in-Fact	08/16/2023
	** 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 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).
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