Kellogg (K) Form 4 KELLOGG / GARY H PILNICK ownership change

SEC Form 4

FORM 4

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
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).

1. Name and Address of Reporting Person^*

PILNICK GARY H

(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)
Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2023

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 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	02/17/2023		A		31,050(1)	A	$0.0000	52,048.172	D
Common	02/17/2023		F		11,549	D	$68.38	40,499.172	D
Common	02/21/2023		M		8,876.966	A	$0(2)	49,376.138	D
Common	02/21/2023		F		3,715	D	$68.91	45,661.138	D
Common	02/22/2023		S		22,197	D	$68.8129(3)	23,464.138	D
Common								296.474	I	By 401(k) Profit Sharing Plan
Common								1,275	I	Held in Trust by Spouse
Common								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 (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/17/2023		A		7,650		02/17/2026(4)	02/17/2026(4)	Common	7,650	$0.0000	7,650	D
Restricted Stock Units	(2)	02/21/2023		M			8,876.966	02/21/2023	02/21/2023	Common	8,876.966	$0.0000	0.0000	D

Explanation of Responses:

1. Settlement of performance rights granted February 21, 2020, in connection with the Company's 2020-2022 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 $68.51 to $69.25, 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 17, 2026, the third anniversary of the grant date.

	/s/ Gary H Pilnick	02/22/2023
	** 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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