-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WTCM8vsbJCLp2WjXl9HAH5c8fGAx3JaO7lBff060TmmZeFZO0lxSWcOXff12F2ab nOBfi08M1ju/nv1JenPseQ== 0001089877-10-000004.txt : 20100212 0001089877-10-000004.hdr.sgml : 20100212 20100212131938 ACCESSION NUMBER: 0001089877-10-000004 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KELLOGG CO CENTRAL INDEX KEY: 0000055067 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 380710690 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16386 FILM NUMBER: 10597125 BUSINESS ADDRESS: STREET 1: ONE KELLOGG SQ STREET 2: P O BOX 3599 CITY: BATTLE CREEK STATE: MI ZIP: 49016-3599 BUSINESS PHONE: 2699612000 MAIL ADDRESS: STREET 1: ONE KELLOGG SQUARE STREET 2: P O BOX 3599 CITY: BATTLE CREEK STATE: MI ZIP: 49016-3599 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEYBANK NATIONAL ASSOCIATION/OH CENTRAL INDEX KEY: 0001089877 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 340797057 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: KEY TOWER STREET 2: 127 PUBLIC SQUARE CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2168136338 MAIL ADDRESS: STREET 1: OH-01-49-0303 STREET 2: 4900 TIEDEMAN ROAD CITY: BROOKLYN STATE: OH ZIP: 44144 SC 13G/A 1 kellogg12_09.txt ANNUAL AMENDED 13G KELLOGG UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 30)* Kellogg Company (Name of Issuer) Common Stock (Title of Class of Securities) 487836108 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No: 487836108 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). KeyCorp I.R.S. Employer Identification No. 34-6542451 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) Not Applicable (b) Not Applicable 3. SEC Use Only ....................................................................... 4. Citizenship or Place of Organization State of Ohio Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 2,504,525 6. Shared Voting Power 10,000 7. Sole Dispositive Power 31,764,983 8. Shared Dispositive Power 262,262 9. Aggregate Amount Beneficially Owned by Each Reporting Person 32,036,085 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) Not Applicable 11. Percent of Class Represented by Amount in Row (9) 8.44% 12. Type of Reporting Person (See Instructions) HC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 30)* Item 1. (a) Name of Issuer Kellogg Company (b) Address of Issuer's Principal Executive Offices One Kellogg Square P.O. BOX 3599 Battle Creek, MI 49016-3599 Item 2. (a) Name of Person Filing KeyCorp (b) Address of Principal Business Office or, if none, Residence 127 Public Square Cleveland, OH 44144-1306 (c) Citizenship United States, State of Ohio (d) Title of Class of Securities Common Stock (e) CUSIP Number 487836108 Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (g) [ X] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G); Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 32,036,085 (b) Percent of class: 8.44% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 2,504,525 (ii) Shared power to vote or to direct the vote 10,000 (iii) Sole power to dispose or to direct the disposition of 31,764,983 (iv) Shared power to dispose or to direct the disposition of 262,262 Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Identification: KeyBank National Association Classification: (B) Banks as defined by Section 3 (A) (6) of the act Identification: Victory Capital Management Inc., Keybanc Capital Markets Inc. Classification: Registered investment advisor Item 8. Identification and Classification of Members of the Group If a group has filed this schedule pursuant to section 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to section 240.13d-1(c) or section 240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not Applicable Item 9. Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not Applicable Item 10. Certification (b) The following certification shall be included if the statement is filed pursuant to section 240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 12, 2010 Date /s/ Diane L. Wozniak Signature Diane L. Wozniak, Vice President Name/Title -----END PRIVACY-ENHANCED MESSAGE-----