Sec Form 4 Filing - Hirst Alistair D @ KELLOGG CO - 2015-02-20

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 Hirst Alistair D 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) SVP - Global Supply Chain (Last) (First) (Middle) ONE KELLOGG SQUARE, P O BOX 3599 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2015 (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 02/20/2015 A 735 ( 1 ) A $ 0 25,653.651 D Common 02/20/2015 F 266 D $ 64.09 25,387.651 D Common 02/24/2015 M 13,000 A $ 49.78 38,387.651 D Common 02/24/2015 M 11,900 A $ 53.01 50,287.651 D Common 02/24/2015 M 9,100 A $ 53.2 59,387.651 D Common 02/24/2015 M 9,100 A $ 51.04 68,487.651 D Common 02/24/2015 M 2,300 A $ 52.53 70,787.651 D Common 02/24/2015 S 422 ( 2 ) D $ 63.97 70,365.651 D Common 02/24/2015 S 40,860 D $ 63.7401 29,505.651 D Common 268.6856 I By 401(k) Profit Sharing Plan Common 638 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 $ 64.09 02/20/2015 A 41,800 ( 3 ) 02/20/2025 Common 41,800 $ 0 41,800 D Stock Option $ 52.53 02/24/2015 M 2,300 ( 4 ) 02/17/2022 Common 2,300 $ 0 17,000 D Stock Option $ 53.01 02/24/2015 M 11,900 ( 5 ) 02/18/2021 Common 11,900 $ 0 0 D Stock Option $ 53.2 02/24/2015 M 9,100 ( 6 ) 02/19/2020 Common 9,100 $ 0 0 D Stock Option $ 49.78 02/24/2015 M 13,000 02/16/2008 02/16/2017 Common 13,000 $ 0 0 D Stock Option $ 51.04 02/24/2015 M 9,100 02/22/2009 02/22/2018 Common 9,100 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hirst Alistair D ONE KELLOGG SQUARE P O BOX 3599 BATTLE CREEK, MI49016-3599 SVP - Global Supply Chain Signatures Gary H. Pilnick, Attorney-in-Fact 02/24/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Settlement of performance rights granted February 17, 2012, in connection with the Company's 2012-2014 Executive Performance Plan, which are payable in stock. ( 2 )Represents a portion of the stock received relating to the 2012-2014 Executive Performance Plan. ( 3 )The option vests in three equal annual installments beginning February 20, 2016. ( 4 )The option was granted on February 17, 2012, and vests in three equal annual installments beginning February 17, 2013. ( 5 )The option was granted on February 18, 2011, and vests in three equal annual installments beginning February 18, 2012. ( 6 )The option was granted on February 19, 2010, and vests in three equal annual installments beginning February 19, 2011.

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