SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

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Form 3 Holdings Reported.

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Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

PILNICK GARY H

(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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/02/2021

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 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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	05/04/2020		G⁽¹⁾	27,022.2948	D	$0.0000	32,489.4262	D
Common	11/17/2020		G	231	D	$0.0000	32,258.4262	D
Common	11/30/2020		G⁽¹⁾	24,448.7429	D	$0.0000	7,809.6833	D
Common	01/02/2021		J⁽²⁾	1.4534	A	$0.0000	7,811.1368⁽³⁾	D
Common	01/02/2021		J⁽⁴⁾	9.7156	A	$0.0000	276.315	I	By 401(k) Profit Sharing Plan
Common	05/04/2020		G⁽¹⁾	27,022.2948	A	$0.0000	27,022.2948	I	Held in Trusts by Spouse and Children
Common	11/30/2020		G⁽¹⁾	24,448.7429	A	$0.0000	51,471.0377	I	Held in Trusts by Spouse and Children

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)	4. Transaction Code (Instr. 8)	(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	05/29/2020		G⁽⁵⁾		60,600	⁽⁶⁾	02/16/2028	Common	60,600	$0.0000	0.0000	D
Stock Option	$72.9	05/29/2020		G⁽⁵⁾		54,100	⁽⁷⁾	02/17/2027	Common	54,100	$0.0000	0.0000	D
Stock Option	$75.52	05/29/2020		G⁽⁵⁾		62,200	⁽⁸⁾	02/19/2026	Common	62,200	$0.0000	0.0000	D
Stock Option	$64.09	05/29/2020		G⁽⁵⁾		49,300	⁽⁹⁾	02/20/2025	Common	49,300	$0.0000	0.0000	D
Stock Option	$59.95	05/29/2020		G⁽⁵⁾		64,800	⁽¹⁰⁾	02/21/2024	Common	64,800	$0.0000	0.0000	D
Stock Option	$65.52	05/29/2020		G⁽⁵⁾		39,890	⁽¹¹⁾	02/21/2030	Common	39,890	$0.0000	0.0000	D
Stock Option	$60.01	05/29/2020		G⁽⁵⁾		50,200	⁽¹²⁾	02/22/2023	Common	50,200	$0.0000	0.0000	D
Stock Option	$56.73	05/29/2020		G⁽⁵⁾		73,660	⁽¹³⁾	02/22/2029	Common	73,660	$0.0000	0.0000	D
Restricted Stock Units	⁽¹⁴⁾	01/02/2021		J⁽¹⁵⁾	289.604		02/21/2023	02/21/2023	Common	289.604	$0.0000	8,269.604	D
Restricted Stock Units	⁽¹⁴⁾	01/02/2021		J⁽¹⁵⁾	139.05		02/22/2022	02/22/2022	Common	139.05	$0.0000	3,970.537	D
Stock Option	$69.66	05/29/2020		G⁽⁵⁾	60,600		⁽⁶⁾	02/16/2028	Common	60,600	$0.0000	60,600	I	Held in Trust by Spouse
Stock Option	$72.9	05/29/2020		G⁽⁵⁾	54,100		⁽⁷⁾	02/17/2027	Common	54,100	$0.0000	54,100	I	Held in Trust by Spouse
Stock Option	$75.52	05/29/2020		G⁽⁵⁾	62,200		⁽⁸⁾	02/19/2026	Common	62,200	$0.0000	62,200	I	Held in Trust by Spouse
Stock Option	$64.09	05/29/2020		G⁽⁵⁾	49,300		⁽⁹⁾	02/20/2025	Common	49,300	$0.0000	49,300	I	Held in Trust by Spouse
Stock Option	$59.95	05/29/2020		G⁽⁵⁾	64,800		⁽¹⁰⁾	02/21/2024	Common	64,800	$0.0000	64,800	I	Held in Trust by Spouse
Stock Option	$65.52	05/29/2020		G⁽⁵⁾	39,890		⁽¹¹⁾	02/21/2030	Common	39,890	$0.0000	39,890	I	Held in Trust by Spouse
Stock Option	$60.01	05/29/2020		G⁽⁵⁾	50,200		⁽¹²⁾	02/22/2023	Common	50,200	$0.0000	50,200	I	Held in Trust by Spouse
Stock Option	$56.73	05/29/2020		G⁽⁵⁾	73,660		⁽¹³⁾	02/22/2029	Common	73,660	$0.0000	73,660	I	Held in Trust by Spouse

Explanation of Responses:

1. This transaction involved a gift of securities by the reporting person to trusts for the benefit of his spouse and children.

2. Shares acquired under the Company's Dividend Reinvestment Plan in 2020.

3. Includes shares acquired under the Company's 2002 Employee Stock Purchase Plan in 2020.

4. Shares increased to the filer's Company Stock Fund account under the Kellogg Company Savings and Investment Plan during 2020.

5. This transaction involved a gift of securities by the reporting person to a trust for the benefit of his spouse.

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

7. The option vested in three equal annual installments beginning February 17, 2018.

8. The option vested in three equal annual installments beginning February 19, 2017.

9. The option vested in three equal annual installments beginning February 20, 2016.

10. The option vested in three equal annual installments beginning February 21, 2015.

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

12. The option vested in three equal annual installments beginning February 22, 2014.

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

14. Each restricted stock unit represents a contingent right to receive one share of Kellogg common stock.

15. Reflects dividend equivalents from automatic reinvestment of dividends.

	/s/ Gary H Pilnick	02/12/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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