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*
LONG SAMANTHA J
(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)
Senior Vice President
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 29,466 A $60.01 30,516.5163 D
Common 02/19/2016 M 16,100 A $59.95 46,616.5163 D
Common 02/19/2016 M 13,800 A $52.53 60,416.5163 D
Common 02/19/2016 M 8,700 A $53.01 69,116.5163 D
Common 02/19/2016 M 7,300 A $53.2 76,416.5163 D
Common 02/19/2016 M 2,434 A $40.17 78,850.5163 D
Common 02/19/2016 A 1,645(1) A $0.0000 80,495.5163 D
Common 02/19/2016 F 769 D $75.52 79,726.5163 D
Common 02/19/2016 S 76,750 D $75.4601(2) 2,976.5163 D
Common 02/23/2016 M 16,100 A $59.95 19,076.5163 D
Common 02/23/2016 M 14,734 A $60.01 33,810.5163 D
Common 02/23/2016 M 12,133 A $64.09 45,943.5163 D
Common 02/23/2016 S 788(3) D $73.55 45,155.5163 D
Common 02/23/2016 S 42,553 D $73.9917(4) 2,602.5163 D
Common 146.6005 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(5) 13,800 (6) 02/17/2022 Common 13,800 $0.0000 0.0000 D
Stock Option $53.01 02/19/2016 M(5) 8,700 (7) 02/18/2021 Common 8,700 $0.0000 0.0000 D
Stock Option $53.2 02/19/2016 M(5) 7,300 (8) 02/19/2020 Common 7,300 $0.0000 0.0000 D
Stock Option $59.95 02/19/2016 M(5) 16,100 (9) 02/21/2024 Common 16,100 $0.0000 32,200 D
Stock Option $60.01 02/19/2016 M(5) 29,466 (10) 02/22/2023 Common 29,466 $0.0000 14,734 D
Stock Option $40.17 02/19/2016 M(5) 2,434 02/20/2012 02/20/2019 Common 2,434 $0.0000 0.0000 D
Stock Option $64.09 02/23/2016 M(5) 12,133 (11) 02/20/2025 Common 12,133 $0.0000 24,267 D
Stock Option $59.95 02/23/2016 M(5) 16,100 (9) 02/21/2024 Common 16,100 $0.0000 16,100 D
Stock Option $60.01 02/23/2016 M(5) 14,734 (10) 02/22/2023 Common 14,734 $0.0000 0.0000 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 $75.00 to $75.75, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.535 to $74.340, 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.
5. Ms. Long took a portion of the after tax proceeds of the options exercise in Kellogg stock, increasing her share ownership by approximately 1,464 shares.
6. The option was granted on February 17, 2012, and vested in three equal annual installments beginning February 17, 2013.
7. The option was granted on February 18, 2011, and vested in three equal annual installments beginning February 18, 2012.
8. The option was granted on February 19, 2010, and vested in three equal annual installments beginning February 19, 2011.
9. The option was granted on February 21, 2014, and vests in three equal annual installments beginning February 21, 2015.
10. The option was granted on February 22, 2013, and vested in three equal annual installments beginning February 22, 2014.
11. The option was granted on February 20, 2015, and vests in three equal annual installments beginning February 20, 2016.
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).
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