SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MEJIA MARIA FERNANDA

(Last)

(First)

(Middle)

ONE KELLOGG SQUARE

P O BOX 3599

(Street)

BATTLE CREEK

49016-3599

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2016

3. Issuer Name and Ticker or Trading Symbol
KELLOGG CO [ K ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	7,611	D
Common	84.446	I	By 401(k) Profit Sharing Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common	7,500	⁽²⁾	D
Stock Option	⁽³⁾	02/17/2022	Common	27,500	$52.53	D
Stock Option	⁽⁴⁾	11/01/2021	Common	17,000	$53.56	D
Stock Option	⁽⁵⁾	02/21/2024	Common	29,600	$59.95	D
Stock Option	⁽⁶⁾	02/22/2023	Common	26,200	$60.01	D
Stock Option	⁽⁷⁾	02/20/2025	Common	22,800	$64.09	D
Stock Option	⁽⁸⁾	02/19/2026	Common	32,200	$75.52	D

Explanation of Responses:

1. The restricted stock units vest on February 20, 2018, the third anniversary of the grant.

2. Each restricted stock unit represents a contingent right to receive one share of Kellogg common stock.

3. The option vested in three equal annual installments beginning February 17, 2013.

4. The option vested in three equal annual installments beginning November 1, 2012.

5. The option vests in three equal annual installments beginning February 21, 2015.

6. The option vested in three equal annual installments beginning February 22, 2014.

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

8. The option vests in three equal annual installments beginning February 19, 2017.

Remarks:

EX-24 mejiapoa.txt

	Gary H. Pilnick, Attorney-in-Fact	05/06/2016
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.