Sec Form 5 Filing - PILNICK GARY H @ KELLOGG CO - 2021-01-02

FORM 5 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 PILNICK GARY H 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) Vice Chairman (Last) (First) (Middle) ONE KELLOGG SQUARE, P O BOX 3599 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2021 (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 05/04/2020 G( 1 ) V 27,022.2948 D $ 0 32,489.4262 D Common 11/17/2020 G V 231 D $ 0 32,258.4262 D Common 11/30/2020 G( 1 ) V 24,448.7429 D $ 0 7,809.6833 D Common 01/02/2021 J( 2 ) V 1.4534 A $ 0 7,811.1368 ( 3 ) D Common 01/02/2021 J( 4 ) V 9.7156 A $ 0 276.315 I By 401(k) Profit Sharing Plan Common 05/04/2020 G( 1 ) V 27,022.2948 A $ 0 27,022.2948 I Held in Trusts by Spouse and Children Common 11/30/2020 G( 1 ) V 24,448.7429 A $ 0 51,471.0377 I Held in Trusts by Spouse and Children

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 $ 69.66 05/29/2020 G( 5 ) V 60,600 ( 6 ) 02/16/2028 Common 60,600 $ 0 0 D Stock Option $ 72.9 05/29/2020 G( 5 ) V 54,100 ( 7 ) 02/17/2027 Common 54,100 $ 0 0 D Stock Option $ 75.52 05/29/2020 G( 5 ) V 62,200 ( 8 ) 02/19/2026 Common 62,200 $ 0 0 D Stock Option $ 64.09 05/29/2020 G( 5 ) V 49,300 ( 9 ) 02/20/2025 Common 49,300 $ 0 0 D Stock Option $ 59.95 05/29/2020 G( 5 ) V 64,800 ( 10 ) 02/21/2024 Common 64,800 $ 0 0 D Stock Option $ 65.52 05/29/2020 G( 5 ) V 39,890 ( 11 ) 02/21/2030 Common 39,890 $ 0 0 D Stock Option $ 60.01 05/29/2020 G( 5 ) V 50,200 ( 12 ) 02/22/2023 Common 50,200 $ 0 0 D Stock Option $ 56.73 05/29/2020 G( 5 ) V 73,660 ( 13 ) 02/22/2029 Common 73,660 $ 0 0 D Restricted Stock Units ( 14 ) 01/02/2021 J( 15 ) V 289.604 02/21/2023 02/21/2023 Common 289.604 $ 0 8,269.604 D Restricted Stock Units ( 14 ) 01/02/2021 J( 15 ) V 139.05 02/22/2022 02/22/2022 Common 139.05 $ 0 3,970.537 D Stock Option $ 69.66 05/29/2020 G( 5 ) V 60,600 ( 6 ) 02/16/2028 Common 60,600 $ 0 60,600 I Held in Trust by Spouse Stock Option $ 72.9 05/29/2020 G( 5 ) V 54,100 ( 7 ) 02/17/2027 Common 54,100 $ 0 54,100 I Held in Trust by Spouse Stock Option $ 75.52 05/29/2020 G( 5 ) V 62,200 ( 8 ) 02/19/2026 Common 62,200 $ 0 62,200 I Held in Trust by Spouse Stock Option $ 64.09 05/29/2020 G( 5 ) V 49,300 ( 9 ) 02/20/2025 Common 49,300 $ 0 49,300 I Held in Trust by Spouse Stock Option $ 59.95 05/29/2020 G( 5 ) V 64,800 ( 10 ) 02/21/2024 Common 64,800 $ 0 64,800 I Held in Trust by Spouse Stock Option $ 65.52 05/29/2020 G( 5 ) V 39,890 ( 11 ) 02/21/2030 Common 39,890 $ 0 39,890 I Held in Trust by Spouse Stock Option $ 60.01 05/29/2020 G( 5 ) V 50,200 ( 12 ) 02/22/2023 Common 50,200 $ 0 50,200 I Held in Trust by Spouse Stock Option $ 56.73 05/29/2020 G( 5 ) V 73,660 ( 13 ) 02/22/2029 Common 73,660 $ 0 73,660 I Held in Trust by Spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PILNICK GARY H ONE KELLOGG SQUARE P O BOX 3599 BATTLE CREEK, MI49016-3599 Vice Chairman Signatures /s/ Gary H Pilnick 02/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction involved a gift of securities by the reporting person to trusts for the benefit of his spouse and children. ( 2 )Shares acquired under the Company's Dividend Reinvestment Plan in 2020. ( 3 )Includes shares acquired under the Company's 2002 Employee Stock Purchase Plan in 2020. ( 4 )Shares increased to the filer's Company Stock Fund account under the Kellogg Company Savings and Investment Plan during 2020. ( 5 )This transaction involved a gift of securities by the reporting person to a trust for the benefit of his spouse. ( 6 )The option vests in three equal annual installments beginning February 16, 2019. ( 7 )The option vested in three equal annual installments beginning February 17, 2018. ( 8 )The option ve sted in three equal annual installments beginning February 19, 2017. ( 9 )The option vested in three equal annual installments beginning February 20, 2016. ( 10 )The option vested in three equal annual installments beginning February 21, 2015. ( 11 )The option vests in three equal annual installments beginning February 21, 2021. ( 12 )The option vested in three equal annual installments beginning February 22, 2014. ( 13 )The option vests in three equal annual installments beginning February 22, 2020. ( 14 )Each restricted stock unit represents a contingent right to receive one share of Kellogg common stock. ( 15 )Reflects dividend equivalents from automatic reinvestment of dividends.

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).

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