Sec Form 4 Filing - BRYANT JOHN A @ KELLOGG CO - 2016-02-19

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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, Pres. & CEO/Trustee (Last) (First) (Middle) ONE KELLOGG SQUARE, P O BOX 3599 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2016 (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 02/19/2016 A 16,345 ( 1 ) A $ 0 282,030.4819 D Common 02/19/2016 F 5,698 D $ 75.52 276,332.4819 D Common 02/22/2016 M 177,327 A $ 53.01 453,659.4819 D Common 02/22/2016 S 13,333 D $ 73.484 ( 2 ) 440,326.4819 D Common 02/22/2016 S 137,304 D $ 74.0147 ( 3 ) 303,022.4819 D Common 02/23/2016 M 112,973 A $ 53.01 415,995.4819 D Common 02/23/2016 S 95,815 D $ 74.25 ( 4 ) 320,180.4819 D Common 5,207.5886 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 (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 Deferred Executive Compensation Units ( 5 ) 02/19/2016 A 80.48 ( 5 ) ( 5 ) Common 80.48 $ 75.52 8,066.979 D Stock Option $ 75.52 02/19/2016 A 273,100 ( 6 ) 02/19/2026 Common 273,100 $ 0 273,100 D Stock Option $ 53.01 02/22/2016 M( 7 ) 177,327 ( 8 ) 02/18/2021 Common 177,327 $ 0 112,973 D Stock Option $ 53.01 02/23/2016 M( 7 ) 112,973 ( 8 ) 02/18/2021 Common 112,973 $ 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 X Chairman, Pres. & CEO/Trustee Signatures Gary H. Pilnick, Attorney-in-Fact 02/23/2016 Signature of Reporting Person Date

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 $73.41 to $73.52, 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 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.53 to $74.52, 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. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.54, 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 )According to the terms of the Executive Compensation Deferral Plan, each share of phantom stock units is the economic equivalent of one share of Kellogg common stock and may be paid only in stock following the last day of the reporting person's employment. ( 6 )The option vests in three equal annual installments beginning February 19, 2017. ( 7 )Mr. Bryant took all after tax proceeds of the options exercise in Kellogg stock, increasing his share ownership by approximately 43,848 shares. ( 8 )The option was granted on February 18, 2011, and vested in three equal annual installments beginning February 18, 2012.

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