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*
LAWLOR DAVID

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

(Street)
BATTLE CREEK MI 49016-3599

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2018
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 7,300.305 D
Common 2,868 I Held in Trust
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units 02/16/2021(1) 02/16/2021(1) Common 2,750 (2) D
Restricted Stock Units 02/17/2020(3) 02/17/2020(3) Common 2,300 (2) D
Restricted Stock Units 02/19/2019(4) 02/19/2019(4) Common 2,800 (2) D
Stock Option (5) 02/20/2025 Common 4,867 64.09 D
Stock Option (6) 02/16/2028 Common 10,230 69.66 D
Stock Option (7) 02/17/2027 Common 8,500 72.9 D
Explanation of Responses:
1. The restricted stock units vest on February 16, 2021, the third anniversary of the grant date.
2. Each restricted stock unit represents a contingent right to receive one share of Kellogg common stock.
3. The restricted stock units vest on February 17, 2020, the third anniversary of the grant date.
4. The restricted stock units vest on February 19, 2019, the third anniversary of the grant date.
5. The option vested in three equal annual installments beginning February 20, 2016.
6. The option vests in three equal annual installments beginning February 16, 2019.
7. The option vests in three equal annual installments beginning February 17, 2018.
Remarks:
EX-24 lawlorpoa.txt
Gary H. Pilnick, Attorney-in-Fact 07/10/2018
** 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.