SCHEDULE 13G
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CUSIP No. 487836108
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Page 2 of 12 Pages
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1.
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Names of Reporting Persons.
W. K. KELLOGG FOUNDATION TRUST
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2.
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Michigan
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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71,174,190
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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71,174,190
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
71,174,190
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
20.0%
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12.
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Type of Reporting Person:
OO
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SCHEDULE 13G
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CUSIP No. 487836108
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Page 3 of 12 Pages
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1.
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Names of Reporting Persons.
W. K. KELLOGG FOUNDATION
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2.
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Michigan
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|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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71,174,190
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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71,174,190
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
71,174,190
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|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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|||
11.
|
Percent of Class Represented by Amount in Row (9)
20.0%
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12.
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Type of Reporting Person:
CO
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SCHEDULE 13G
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CUSIP No. 487836108
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Page 4 of 12 Pages
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1.
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Names of Reporting Persons.
JAMES M. JENNESS
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2.
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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5.
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Sole Voting Power
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205,330
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6.
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Shared Voting Power
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71,174,190
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7.
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Sole Dispositive Power
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205,330
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8.
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Shared Dispositive Power
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71,174,190
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
71,379,520
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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|||
11.
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Percent of Class Represented by Amount in Row (9)
20.0%
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12.
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Type of Reporting Person:
IN
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SCHEDULE 13G
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CUSIP No. 487836108
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Page 5 of 12 Pages
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1.
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Names of Reporting Persons.
LA JUNE MONTGOMERY TABRON
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2.
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States of America
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|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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5.
|
Sole Voting Power
|
0
|
|
6.
|
Shared Voting Power
|
71,174,190
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||
7.
|
Sole Dispositive Power
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0
|
||
8.
|
Shared Dispositive Power
|
71,174,190
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||
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
71,174,190
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|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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|||
11.
|
Percent of Class Represented by Amount in Row (9)
20.0%
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12.
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Type of Reporting Person:
IN
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SCHEDULE 13G
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CUSIP No. 487836108
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Page 6 of 12 Pages
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1.
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Names of Reporting Persons.
WENDA W. MOORE
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2.
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States of America
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|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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5.
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Sole Voting Power
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772
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6.
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Shared Voting Power
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71,174,190
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7.
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Sole Dispositive Power
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772
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8.
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Shared Dispositive Power
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71,174,190
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
71,174,962
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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|||
11.
|
Percent of Class Represented by Amount in Row (9)
20.0%
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12.
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Type of Reporting Person:
IN
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SCHEDULE 13G
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Page 7 of 12 Pages
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Item 1(a). | Name of Issuer: | |
Kellogg Company | ||
Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
One Kellogg Square | ||
Battle Creek, Michigan 49016-3599 |
SCHEDULE 13G
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Page 8 of 12 Pages
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Item 2(a). | Name of Person Filing | |
W.K. Kellogg Foundation Trust | ||
W.K. Kellogg Foundation | ||
James M. Jenness | ||
La June Montgomery Tabron | ||
Wenda W. Moore |
Item 2(b). | Address of Principal Business Office or, if None, Residence: | Address |
The Bank of New York Mellon Trust Co., NA | ||
Person Filing | One BNY Mellon Center | |
W.K. Kellogg Foundation Trust: | 500 Grant Street, Room 151-0410 | |
Pittsburgh, PA 15258 |
W.K. Kellogg Foundation: | One Michigan Avenue East | |
Battle Creek, MI 49017-4058 | ||
James M. Jenness: | One Kellogg Square | |
P.O. Box 3599 | ||
Battle Creek, MI 49016 | ||
La June Montgomery Tabron: | One Michigan Avenue East | |
Battle Creek, MI 49017-4058 | ||
Wenda W. Moore: | One Michigan Avenue East | |
Battle Creek, MI 49017-4058 |
Item 2(c). | Citizenship: | |
W.K. Kellogg Foundation Trust: | -A Michigan Trust | |
W.K. Kellogg Foundation: | -A Michigan Nonprofit Corporation | |
James M. Jenness: | -U.S. Citizen | |
La June Montgomery Tabron: | -U.S. Citizen | |
Wenda W. Moore: | -U.S. Citizen |
Item 2(d). | Title of Class of Securities: | |
Common Stock, $.25 par value per share | ||
Item 2(e). | CUSIP Number: | |
487836108 | ||
Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:
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Not Applicable. This statement is being filed pursuant to Rule 13d-1(d). |
SCHEDULE 13G
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Page 9 of 12 Pages
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Item 4. | Ownership: | |
Item 4(a) | Amount Beneficially Owned as of December 31, 2014: | |
W.K. Kellogg Foundation Trust: | 71,174,190 | |
W.K. Kellogg Foundation: | 71,174,190 | |
James M. Jenness:
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71,379,520
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La June Montgomery Tabron:
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71,174,190
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Wenda W. Moore: | 71,174,962 |
Item 4(b) | Percent of Class: | |
W.K. Kellogg Foundation Trust: | 20.0% | |
W.K. Kellogg Foundation: | 20.0% | |
James M. Jenness:
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20.0%
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La June Montgomery Tabron: | 20.0% | |
Wenda W. Moore: | 20.0% |
Item 4(c) | Number of Shares as to which such person has: |
(i) Sole power to vote or direct the vote: |
W.K. Kellogg Foundation Trust: | 0 | |
W.K. Kellogg Foundation: | 0 | |
James M. Jenness:
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205,330
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La June Montgomery Tabron: | 0 | |
Wenda W. Moore: | 772 |
(ii) Shared power to vote or direct the vote: |
W.K. Kellogg Foundation Trust: | 71,174,190 | |
W.K. Kellogg Foundation: | 71,174,190 | |
James M. Jenness:
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71,174,190
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|
La June Montgomery Tabron: | 71,174,190 | |
Wenda W. Moore: | 71,174,190 |
(iii) Sole power to dispose or direct the disposition of: |
W.K. Kellogg Foundation Trust: | 0 | |
W.K. Kellogg Foundation: | 0 | |
James M. Jenness:
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205,330
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La June Montgomery Tabron: | 0 | |
Wenda W. Moore: | 772 | |
(iv) Shared power to dispose or direct the disposition of:
|
W.K. Kellogg Foundation Trust: | 71,174,190 | |
W.K. Kellogg Foundation: | 71,174,190 | |
James M. Jenness: | 71,174,190 | |
La June Montgomery Tabron: | 71,174,190 | |
Wenda W. Moore: | 71,174,190 |
SCHEDULE 13G
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Page 10 of 12 Pages
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Item 5. | Ownership of Five Percent or Less of a Class: | |
Not Applicable. | ||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not Applicable. | |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
Not Applicable. | ||
Item 8. | Identification and Classification of Members of the Group: | |
Not Applicable. | ||
Item 9. | Notice of Dissolution of Group: | |
Not Applicable. | ||
Item 10. | Certification: | |
Not Applicable. |
SCHEDULE 13G
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Page 11 of 12 Pages
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February 13, 2015 | |||
W.K. Kellogg Foundation Trust | |||
/s/ Dana Luksic | |||
Dana Luksic, Vice President
The Bank of New York Mellon Trust
Company, NA, corporate trustee
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W.K. Kellogg Foundation | |||
/s/ Dana Luksic | |||
By its attorney in fact, Dana Luksic |
James M. Jenness | |||
/s/ Dana Luksic | |||
By his attorney in fact, Dana Luksic | |||
La June Montgomery Tabron | |||
/s/ Dana Luksic | |||
By her attorney in fact, Dana Luksic |
Wenda W. Moore | |||
/s/ Dana Luksic | |||
By her attorney in fact, Dana Luksic |
SCHEDULE 13G
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Page 12 of 12 Pages
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Exhibit No. | ||
Exhibit 24.1 | Power of Attorney of W.K. Kellogg Foundation dated November 29, 2011 | |
Exhibit 24.2 | Power of Attorney of James M. Jenness dated November 16, 2011 (incorporated by reference to Exhibit 24.2 to Amendment No. 35) | |
Exhibit 24.3 | Power of Attorney of La June Montgomery Tabron dated April 8, 2014 | |
Exhibit 24.4 | Power of Attorney of Wenda W. Moore dated November 16, 2011 (incorporated by reference to Exhibit 24.4 to Amendment No. 35) | |
Exhibit 99.1 | Agreement Pursuant to Rule 13d-1(k)(1)(iii) |
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(1)
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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”);
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(2)
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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
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(3)
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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.
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W. K. KELLOGG FOUNDATION | |||
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By:
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/s/ Susan Katz Froning | |
Susan Katz Froning, Corporate Secretary | |||
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/s/ Rochelle L. Pino | |
Notary Public | |||
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(1)
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execute for and on behalf of the undersigned all Schedules and other statements and amendments thereto required to be filed under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;
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(2)
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execute for and on behalf of the undersigned Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder;
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(3)
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do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule or Form referred to above and the timely filing of such Schedule or Form with the United States Securities and Exchange Commission (“SEC”) and any other authority; and
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(4)
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take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such an attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned 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.
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/s/ LaJune Montgomery Tabron | |
LaJune Montgomery Tabron | |||
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/s/ Rochelle L. Pino | |
Notary Public | |||
W.K. Kellogg Foundation Trust
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W.K. Kellogg Foundation
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James M. Jenness
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La June Montgomery Tabron
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Wenda W. Moore
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