Sec Form 4 Filing - HOOD CHRISTOPHER M @ KELLOGG CO - 2022-02-18

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
HOOD CHRISTOPHER M
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)
Senior Vice President
(Last) (First) (Middle)
ONE KELLOGG SQUARE, P O BOX 3599
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2022
(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 02/18/2022 A 21,651( 1 ) A $ 0 53,833.8438 D
Common 02/18/2022 F 8,027 D $ 66.07 45,806.8438 D
Common 02/22/2022 M 4,330.115 A $ 0( 2 ) 50,136.9588 D
Common 02/22/2022 F 1,965 D $ 66.12 48,171.9588 D
Common 02/23/2022 S 7,575 D $ 66.5273( 3 ) 40,596.9588 D
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 Underlyi ng 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
Restricted Stock Units ( 2 ) 02/18/2022 A 9,460 02/18/2025( 4 ) 02/18/2025( 4 ) Common 9,460 $ 0 9,460 D
Restricted Stock Units ( 2 ) 02/22/2022 M 4,330.115 02/22/2022 02/22/2022 Common 4,330.115 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOOD CHRISTOPHER M
ONE KELLOGG SQUARE
P O BOX 3599
BATTLE CREEK, MI49016-3599
Senior Vice President
Signatures
Gary H. Pilnick, Attorney-in-Fact 02/23/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Settlement of performance rights granted February 22, 2019, in connection with the Company's 2019-2021 Executive Performance Plan, which are paid in stock.
( 2 )Each restricted stock unit represents a contingent right to receive one share of Kellogg common stock.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.44 to $66.62, 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 restricted stock units vest on February 18, 2025, the third anniversary of the grant 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 4(b)(v).
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