Sec Form 4 Filing - BRYANT JOHN A @ KELLOGG CO - 2014-11-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BRYANT JOHN A
2. Issuer Name and Ticker or Trading Symbol
KELLOGG CO [ K]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, President and CEO
(Last) (First) (Middle)
ONE KELLOGG SQUARE, P O BOX 3599
3. Date of Earliest Transaction (MM/DD/YY)
11/04/2014
(Street)
BATTLE CREEK, MI49016-3599
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/04/2014 M 150,400 A $ 40.17 280,246.524 D
Common 11/04/2014 M 83,000 A $ 51.04 363,246.524 D
Common 11/04/2014 M 82,700 A $ 49.78 445,946.524 D
Common 11/04/2014 S 268,025 D $ 63.8162 177,921.524 D
Common 4,876.5376 ( 1 ) I By 401(k) Profit Sharing Plan
Common 63,041.9462 I Held in Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 $ 49.78 11/04/2014 M( 2 ) 82,700 ( 3 ) 02/16/2017 Common 82,700 $ 0 0 D
Stock Option $ 40.17 11/04/2014 M( 2 ) 150,400 ( 4 ) 02/20/2019 Common 150,400 $ 0 0 D
Stock Option $ 51.04 11/04/2014 M( 2 ) 83,000 ( 5 ) 02/22/2018 Common 83,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BRYANT JOHN A
ONE KELLOGG SQUARE
P O BOX 3599
BATTLE CREEK, MI49016-3599
X Chairman, President and CEO
Signatures
Gary H. Pilnick, Attorney-in-Fact 11/06/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Excludes dividends reinvested after January 1, 2014.
( 2 )Mr. Bryant took all after tax proceeds of the transactions in Kellogg stock, increasing his share ownership by approximately 48,000 shares.
( 3 )The option was granted on February 16, 2007, and vests in two equal annual installments beginning February 16, 2008.
( 4 )The option was granted on February 20, 2009, and vests in three equal annual installments beginning February 20, 2010.
( 5 )The option was granted on February 22, 2008, and vests in two equal installments beginning February 22, 2009.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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