Nicolas Amaya Form 5 KELLOGG / NICOLAS AMAYA ownership change

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

AMAYA NICOLAS

(Last) (First) (Middle)

ONE KELLOGG SQUARE

P O BOX 3599

(Street)

BATTLE CREEK MI 49016-3599

(City) (State) (Zip)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/01/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common							4,772.7516(1)	D
Common							368.996(2)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	01/01/2022		J(4)	192.85		02/19/2023	02/19/2023	Common	192.85	$0.0000	5,382.85	D
Restricted Stock Units	(3)	01/01/2022		J(4)	150.119		02/19/2024	02/19/2024	Common	150.119	$0.0000	4,190.119	D
Restricted Stock Units	(3)	01/01/2022		J(4)	121.295		02/21/2023	02/21/2023	Common	121.295	$0.0000	3,385.611	D
Restricted Stock Units	(3)	01/01/2022		J(4)	131.944		02/22/2022	02/22/2022	Common	131.944	$0.0000	3,682.831	D
Restricted Stock Units	(3)	01/01/2022		J(4)	236.298		03/04/2022	03/04/2022	Common	236.298	$0.0000	6,595.611	D

Explanation of Responses:

1. Includes shares acquired under the Company's 2002 Employee Stock Purchase Plan in 2021.

2. Shares increased to the filer's Company Stock Fund account under the Kellogg Company Savings and Investment Plan during 2021.

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

4. Reflects dividend equivalents from automatic reinvestment of dividends.

	Gary H. Pilnick, Attorney-in-Fact	02/11/2022
	** 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 4 (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).
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