0001181431-11-061564.txt : 20111221 0001181431-11-061564.hdr.sgml : 20111221 20111221173527 ACCESSION NUMBER: 0001181431-11-061564 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111221 FILED AS OF DATE: 20111221 DATE AS OF CHANGE: 20111221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KELLOGG W K FOUNDATION CENTRAL INDEX KEY: 0001197916 STATE OF INCORPORATION: MI FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04171 FILM NUMBER: 111275294 BUSINESS ADDRESS: STREET 1: ONE MICHIGAN AVE EAST CITY: BATTLE CREEK STATE: MI ZIP: 49017 BUSINESS PHONE: 2699692256 ISSUER: 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 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 4 1 rrd328909.xml SEC FORM 4 X0304 4 2011-12-21 0 0000055067 KELLOGG CO K 0001197916 KELLOGG W K FOUNDATION ONE MICHIGAN AVENUE EAST BATTLE CREEK MI 49017-4058 0 0 1 0 Common Stock 2011-12-21 4 S 0 72000 50.0378 D 147800 I See foot note Common Stock 79363390 I See foot note 147,800 shares are owned by the Carrie Staines Kellogg Trust #5977, of which the W.K. Kellogg Foundation (the "Foundation") is currently a beneficiary. The 72,000 shares referred to in Table I, box 4, were sold by the Carrie Staines Kellogg Trust #5977. 79,363,390 shares are owned by the W.K. Kellogg Foundation Trust (the "Trust"). The Foundation is the sole beneficiary of the Trust. Natalie M. Boggs, Senior Associate, The Bank of New York Mellon Trust Company, N.A., signing for the W.K. Kellogg Foundation pursuant to a power of attorney dated 11/29/2011 2011-12-21 EX-24. 2 rrd294597_332426.htm W.K. KELLOGG FOUNDATION POWER OF ATTORNEY 2011 rrd294597_332426.html 
POWER OF ATTORNEY
            KNOW ALL PERSONS BY THESE PRESENTS that the W. K. KELLOGG
FOUNDATION, a Michigan nonprofit corporation ("Foundation"), hereby constitutes and
appoints each of DANA LUKSIC, NATALIE M. BOGGS, DAVID M. BABICH,
CATHERINE NEIPORT and JOHN SCARPINITI of The Bank of New York Mellon Trust
Company, N.A. as its true and lawful attorneys-in-fact to:
(1)	execute for and on behalf of the Foundation any reports, including reports on
Forms 3, 4 and 5, required to be filed by the Foundation under Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
rules thereunder ("Section 16 Reports");
(2)	do and perform any and all acts for and on behalf of the Foundation which may
be necessary or desirable to complete the execution of any such Section 16
Reports referred to above and the timely filing of such Section 16 Reports with
the United States Securities and Exchange Commission ("SEC") and any other
authority; and
(3)	take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the Foundation, it being understood that the
documents executed by such attorney-in-fact on behalf of the Foundation
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in his or her discretion.
            The powers granted above may be exercised by any one of such attorneys-in-fact
acting alone.
            The Foundation grants to each such attorney-in-fact full power and authority to
do and perform each and every act and thing whatsoever requisite, necessary and proper to be
done in the exercise of any of the rights and powers herein granted, as fully to all intents and
purposes as such attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or
her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.  The Foundation acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the Foundation, are not
assuming any of the Foundation's responsibilities to comply with Section 16 of the Exchange
Act.
            This Power of Attorney shall be effective on the date set forth below and shall
continue in full force and effect as long as the Foundation shall be required to file Section 16
Reports or until such earlier date on which written notification executed by the Foundation is
filed with the SEC or delivered to the attorneys-in-fact named above expressly revoking this
Power of Attorney.
            By this instrument, the Foundation revokes the Power of Attorney executed on
September 14, 2009.  Such revocation shall be effective upon filing this instrument with the SEC.
            IN WITNESS WHEREOF, the Foundation has caused this instrument to be
executed by Susan Katz Froning, its Corporate Secretary, on this 29th day of November, 2011.

      						W. K. KELLOGG FOUNDATION


      						By: /s/ Susan Katz Froning
                                                Susan Katz Froning, Corporate Secretary



ATTEST:

/s/ La June Montgomery Tabron




STATE OF MICHIGAN	)
				)
COUNTY OF CALHOUN	)
      I, Rochelle L. Pino, a Notary Public in and for said County, in the State aforesaid, DO
HEREBY CERTIFY that Susan Katz Froning and La June Montgomery Tabron, personally
known to me to be the same persons whose names are subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that such persons signed, sealed and
delivered said instrument as their free and voluntary act, for the uses and purposes therein set
forth.
      GIVEN under my hand and notarial seal this 29th day of November, 2011.



                                          /s/ Rochelle L. Pino
                                          Notary Public





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