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^*

Hirst Alistair D

(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)
	SVP - Global Supply Chain

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2015

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	02/20/2015		A		735⁽¹⁾	A	$0.0000	25,653.651	D
Common	02/20/2015		F		266	D	$64.09	25,387.651	D
Common	02/24/2015		M		13,000	A	$49.78	38,387.651	D
Common	02/24/2015		M		11,900	A	$53.01	50,287.651	D
Common	02/24/2015		M		9,100	A	$53.2	59,387.651	D
Common	02/24/2015		M		9,100	A	$51.04	68,487.651	D
Common	02/24/2015		M		2,300	A	$52.53	70,787.651	D
Common	02/24/2015		S		422⁽²⁾	D	$63.97	70,365.651	D
Common	02/24/2015		S		40,860	D	$63.7401	29,505.651	D
Common								268.6856	I	By 401(k) Profit Sharing Plan
Common								638	I	Held in Trust

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	$64.09	02/20/2015		A		41,800		⁽³⁾	02/20/2025	Common	41,800	$0.0000	41,800	D
Stock Option	$52.53	02/24/2015		M			2,300	⁽⁴⁾	02/17/2022	Common	2,300	$0.0000	17,000	D
Stock Option	$53.01	02/24/2015		M			11,900	⁽⁵⁾	02/18/2021	Common	11,900	$0.0000	0.0000	D
Stock Option	$53.2	02/24/2015		M			9,100	⁽⁶⁾	02/19/2020	Common	9,100	$0.0000	0.0000	D
Stock Option	$49.78	02/24/2015		M			13,000	02/16/2008	02/16/2017	Common	13,000	$0.0000	0.0000	D
Stock Option	$51.04	02/24/2015		M			9,100	02/22/2009	02/22/2018	Common	9,100	$0.0000	0.0000	D

Explanation of Responses:

1. Settlement of performance rights granted February 17, 2012, in connection with the Company's 2012-2014 Executive Performance Plan, which are payable in stock.

2. Represents a portion of the stock received relating to the 2012-2014 Executive Performance Plan.

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

4. The option was granted on February 17, 2012, and vests in three equal annual installments beginning February 17, 2013.

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

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

	Gary H. Pilnick, Attorney-in-Fact	02/24/2015
	** 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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