SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Dissinger Ronald L

(Last) (First) (Middle)
ONE KELLOGG SQUARE
P O BOX 3599

(Street)
BATTLE CREEK MI 49016-3599

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KELLOGG CO [ K ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2016
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common 02/19/2016 M 71,000 A $53.01 102,847.531 D
Common 02/19/2016 M 25,600 A $52.53 128,447.531 D
Common 02/19/2016 A 2,835 (1) A $0.0000 131,282.531 D
Common 02/19/2016 F 1,324 D $75.52 129,958.531 D
Common 02/19/2016 S 94,850 D $75.4611 (2) 35,108.531 D
Common 02/23/2016 S 1,360 (3) D $73.55 33,748.531 D
Common 1,877.0255 I By 401(k) Profit Sharing Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $52.53 02/19/2016 M (4) 25,600 (5) 02/17/2022 Common 25,600 $0.0000 50,000 D
Stock Option $53.01 02/19/2016 M (4) 71,000 (6) 02/18/2021 Common 71,000 $0.0000 0.0000 D
Stock Option $75.52 02/19/2016 A 67,500 (7) 02/19/2026 Common 67,500 $0.0000 67,500 D
Explanation of Responses:
1. Settlement of performance rights granted February 22, 2013, in connection with the Company's 2013-2015 Executive Performance Plan, which are payable in stock.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.25 to $75.39, inclusive. The reporting person undertakes to provide to Kellogg Company, any security holder of Kellogg Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
3. Represents a portion of the stock received relating to the 2013-2015 Executive Performance Plan.
4. Mr. Dissinger took a portion of the after tax proceeds of the options exercise in Kellogg stock, increasing his share ownership by approximately 1,750 shares.
5. The option was granted on February 17, 2012, and vested in three equal annual installments beginning February 17, 2013.
6. The option was granted on February 18, 2011, and vested in three equal annual installments beginning February 18, 2012.
7. The option vests in three equal annual installments beginning February 19, 2017.
Gary H. Pilnick, Attorney-in-Fact 02/23/2016
** 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 4 (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.
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