Amr Wafik Farghal Form 3 KELLOGG / AMR WAFIK FARGHAL ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

FARGHAL AMR WAFIK

(Last) (First) (Middle)

ONE KELLOGG SQUARE

P O BOX 3599

(Street)

BATTLE CREEK MI 49016-3599

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2019

3. Issuer Name and Ticker or Trading Symbol
KELLOGG CO [ K ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	1,400	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	02/16/2021(1)	02/16/2021(1)	Common	1,700	(2)	D
Restricted Stock Units	02/17/2020(3)	02/17/2020(3)	Common	1,600	(2)	D
Restricted Stock Units	02/22/2022(4)	02/22/2022(4)	Common	3,031	(2)	D
Restricted Stock Units	05/10/2021(5)	05/10/2021(5)	Common	4,600	(2)	D
Stock Option	(6)	02/22/2029	Common	10,000	56.73	D
Stock Option	(7)	02/16/2028	Common	6,400	69.66	D
Stock Option	(8)	02/17/2027	Common	5,900	72.9	D
Stock Option	(9)	02/19/2026	Common	7,200	75.52	D

Explanation of Responses:

1. The restricted stock units vest on February 16, 2021, the third anniversary of the grant date.

2. Each restricted stock unit represents a contingent right to receive one share of Kellogg common stock.

3. The restricted stock units vest on February 17, 2020, the third anniversary of the grant date.

4. The restricted stock units vest on February 22, 2022, the third anniversary of the grant date.

5. The restricted stock units vest on May 10, 2021, the third anniversary of the grant date.

6. The option vests in three equal annual installments beginning February 22, 2020.

7. The option vests in three equal annual installments beginning February 16, 2019.

8. The option vests in three equal annual installments beginning February 17, 2018.

9. The option vests in three equal annual installments beginning February 19, 2017.

Remarks:

EX-24 farghalpoa.txt

	Gary H. Pilnick, Attorney-in-Fact	07/03/2019
	** Signature of Reporting Person	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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.