Continued on following pages

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Exhibit Index: Page 12

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SCHEDULE 13G

 

CUSIP No. 487836108

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SCHEDULE 13G

 

CUSIP No. 487836108

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SCHEDULE 13G

 

CUSIP No. 487836108

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	LA JUNE MONTGOMERY TABRON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			69,774,190
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			69,774,190
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	69,774,190
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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SCHEDULE 13G

 

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This Schedule 13G is being filed as Amendment No. 39 to the Schedule 13G dated April 23, 1979 filed on behalf of Harris Trust and Savings Bank, Lyle C. Roll, Russell G. Mawby and William V. Bailey as trustees of the W.K. Kellogg Foundation Trust (the “Trust”) with respect to shares of common stock, $.25 par value per share, of Kellogg Company (the “Shares”).

 

This Amendment No. 39 is being filed by the Trust on behalf of itself, W.K. Kellogg Foundation (the “Foundation”), as sole beneficiary of the Trust, and John A. Bryant, La June Montgomery Tabron and Fred P. Keller, as the three individual trustees of the Trust as of December 31, 2015.

 

A separate Schedule 13G is being filed by The Bank of New York Mellon Corporation, as parent holding company for The Bank of New York Mellon Trust Company, N.A., the sole corporate trustee of the Trust.  Prior to Amendment No. 38, filed on February 13, 2015, the three individual trustees of the Trust filed jointly on Schedule 13G with the sole corporate trustee.

Under the agreement governing the Trust, if a majority of the trustees of the Trust (which majority must include the corporate trustee) cannot agree on how to vote the Shares, the Foundation has the power to direct the voting of such stock.  In addition, the Foundation has the power to approve successor trustees and to remove trustees of the Trust, subject to certain limitations.  As such, the Foundation may be deemed to beneficially own the Shares held in the Trust for purposes of  Section 13(d) of the Act.

 

The number of Shares beneficially owned by each of the Trust, the Foundation, John A. Bryant, La June Montgomery Tabron and Fred P. Keller, individually, as fiduciary or otherwise, is hereinafter reported.  The number of Shares beneficially owned collectively by such persons is 71,309,482, which is 20.4% of the Shares outstanding.  Of this amount 69,774,190 Shares, or 19.9% of the Shares outstanding, represent Shares held in the Trust, and beneficially owned by the trustees in a fiduciary capacity on behalf of the Trust.

 

The number of reported Shares for John A. Bryant includes 1,264,399 Shares that he may acquire within 60 days of December 31, 2015 by exercising options granted to him under the Kellogg Company Key Employee Incentive Plans.

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SCHEDULE 13G

 

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SCHEDULE 13G

 

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	W.K. Kellogg Foundation
	/s/ Natalie M. Boggs
	By its attorney in fact, Natalie M. Boggs

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SCHEDULE 13G

 

Page 12 of 12 Pages

 

 

KNOW ALL BY THESE PRESENTS that the undersigned, JOHN BRYANT, hereby constitutes and appoints each of DANA LUKSIC, NATALIE M. BOGGS, DAVID M. BABICH and LESLIE LOCKHART of The Bank of New York Mellon Trust Company, N.A., and PAUL A. SVOBODA of Sidley Austin LLP, as his true and lawful attorneys-in-fact to:

(1)

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;

 

(2)

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;

 

(3)

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

 

(4)

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.

 

The powers granted above may be exercised by such attorneys-in-fact on behalf of the undersigned individually or on behalf of the undersigned in any fiduciary or representative capacity in which the undersigned may be acting.

The powers granted above may be exercised by any one of such attorneys-in-fact acting alone.

The undersigned 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 the undersigned 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 hereof, including but not limited to any filing with the SEC of any Schedule or Form referred to above and any agreement to file a single Schedule 13D or 13G in accordance with Regulation § 240.13d-1(k).  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 and 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 undersigned shall be subject to Sections 13 or 16 of the

Exchange Act and the rules thereunder, unless earlier revoked by delivery to The Bank of New York Mellon Trust Company, N.A. of a written notification executed by the undersigned expressly revoking this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 18th day of November, 2015.

	/s/ John Bryant
	John Bryant

STATE OF MICHIGAN	)
	)
COUNTY OF CALHOUN	)

 

 

I, Rochelle Pino, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that JOHN BRYANT, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that such person signed, sealed and delivered said instrument as his free and voluntary act, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this 18th day of November, 2015.

 

 

My Commission Expires: January 3, 2018.

 

 

 

KNOW ALL BY THESE PRESENTS that the undersigned, FRED P. KELLER, hereby constitutes and appoints each of DANA LUKSIC, NATALIE M. BOGGS, DAVID M. BABICH and LESLIE LOCKHART of The Bank of New York Mellon Trust Company, N.A., and PAUL A. SVOBODA of Sidley Austin LLP, as his true and lawful attorneys-in-fact to:

(1)

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;

 

(2)

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;

 

(3)

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

 

(4)

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.

 

The powers granted above may be exercised by such attorneys-in-fact on behalf of the undersigned individually or on behalf of the undersigned in any fiduciary or representative capacity in which the undersigned may be acting.

 

The powers granted above may be exercised by any one of such attorneys-in-fact acting alone.

 

The undersigned 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 hereof, including but not limited to any filing with the SEC of any Schedule or Form referred to above and any agreement to file a single Schedule 13D or 13G in accordance with Regulation § 240.13d-1(k).  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of

the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 and 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 undersigned shall be subject to Sections 13 or 16 of the Exchange Act and the rules thereunder or until such earlier date on which written notification executed by the undersigned is filed with the SEC expressly revoking this Power of Attorney.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 23^rd day of January, 2015.

 

	/s/ Fred P. Keller
	Fred P. Keller

I, Lisa Marie Barkal, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that FRED P. KELLER, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that such person signed, sealed and delivered said instrument as his free and voluntary act, for the uses and purposes therein set forth.

 

GIVEN under my hand and notarial seal this 23^rd day of January, 2015.

 

My Commission Expires:  6-11-2018.