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).

1. Name and Address of Reporting Person^*

Norman Paul T

(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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2016

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	02/19/2016		M		80,200	A	$53.01	144,550.3141	D
Common	02/19/2016		M		73,400	A	$53.2	217,950.3141	D
Common	02/19/2016		A		2,835⁽¹⁾	A	$0.0000	220,785.3141	D
Common	02/19/2016		F		1,072	D	$75.52	219,713.3141	D
Common	02/19/2016		S		148,955	D	$75.4609⁽²⁾	70,758.3141	D
Common								116.1875	I	By 401(k) Profit Sharing Plan

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	$53.01	02/19/2016		M⁽³⁾			80,200	⁽⁴⁾	02/18/2021	Common	80,200	$0.0000	0.0000	D
Stock Option	$53.2	02/19/2016		M⁽³⁾			73,400	⁽⁵⁾	02/19/2020	Common	73,400	$0.0000	0.0000	D
Stock Option	$75.52	02/19/2016		A		78,900		⁽⁶⁾	02/19/2026	Common	78,900	$0.0000	78,900	D

Explanation of Responses:

1. Settlement of performance rights granted February 22, 2013, in connection with the Company's 2013-2015 Executive Performance Plan, which are payable in stock.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.00 to $75.77, inclusive. The reporting person undertakes to provide to Kellogg Company, any security holder of Kellogg Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

3. Mr. Norman took a portion of the after tax proceeds of the options exercise in Kellogg stock, increasing his share ownership by approximately 4,645 shares.

4. The option was granted on February 18, 2011, and vested in three equal annual installments beginning February 18, 2012.

5. The option was granted on February 19, 2010, and vested in three equal annual installments beginning February 19, 2011.

6. The option vests in three equal annual installments beginning February 19, 2017.

	Gary H. Pilnick, Attorney-in-Fact	02/23/2016
	** 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).
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