This Schedule 13G is being filed as Amendment No. 43 to the Schedule 13G dated
April 23, 1979 filed on behalf of Harris Trust and Savings Bank, Lyle C. Roll, Russell G. Mawby and William V. Bailey as trustees of the W.K. Kellogg Foundation Trust (the Trust) with respect to shares of common stock, $.25 par
value per share, of Kellogg Company (the Shares).
This Amendment No. 43 is being filed by the Trust on behalf of itself,
W.K. Kellogg Foundation (the Foundation), as sole beneficiary of the Trust, and Steven A. Cahillane, La June Montgomery Tabron and Ramón Murguía, as the three individual trustees of the Trust as of December 31, 2019.
A separate Schedule 13G is being filed by The Northern Trust Corporation, as parent holding company for The Northern Trust Company, the
sole corporate trustee of the Trust. Prior to Amendment No. 38 filed in February 2015, the three individual trustees of the Trust filed jointly on Schedule 13G with the sole corporate trustee.
Roderick D. Gillum left the office of trustee of the Trust on February 21, 2019. On that date, Ramón Murguía succeeded
Mr. Gillum as a trustee of the Trust. Accordingly, beginning with the year ending December 31, 2019, Mr. Murguía is reporting his shareholdings of Kellogg Company in lieu of Mr. Gillum on amendments to this Schedule
13G.
Under the agreement governing the Trust, if a majority of the trustees of the Trust (which majority must include the corporate
trustee) cannot agree on how to vote the Shares, the Foundation has the power to direct the voting of such stock. In addition, the Foundation has the power to approve successor trustees and to remove trustees of the Trust, subject to certain
limitations. As such, the Foundation may be deemed to beneficially own the Shares held in the Trust for purposes of Section 13(d) of the Act.
The number of Shares beneficially owned by each of the Trust, the Foundation, Steven A. Cahillane, La June Montgomery Tabron and Ramón
Murguía, individually, as fiduciary or otherwise, is hereinafter reported. The number of Shares beneficially owned collectively by such persons is 63,027,605.859, which is 18.5% of the Shares outstanding. Of this
amount 62,731,838 Shares, or 18.4% of the Shares outstanding, represent Shares held in the Trust, and beneficially owned by the trustees in a fiduciary capacity on behalf of the Trust.
The number of reported Shares for Steven A. Cahillane includes 161,437 Shares that he may acquire within 60 days of December 31, 2019 by
exercising options granted to him under the Kellogg Company Key Employee Incentive Plans and 7,917.413 Shares that he may acquire within 60 days of December 31, 2019 pursuant to the Kellogg Company Executive Compensation Deferral Plan. The
number of reported Shares for La June Montgomery Tabron includes 16,092.446 Shares held by the trustee of the Kellogg Company Grantor Trust for Non-Employee Directors that she may acquire within 60 days of December 31, 2019 pursuant to the
Kellogg Company Non-Employee Director Stock Plan.
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Item 1(a).
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Name of Issuer:
Kellogg Company
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Item 1(b).
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Address of Issuers Principal Executive Offices
One Kellogg Square
Battle Creek, Michigan
49016-3599
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Item 2(a).
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Name of Persons Filing
W.K. Kellogg Foundation Trust
W.K. Kellogg Foundation
Steven A. Cahillane
La June Montgomery Tabron
Ramón Murguía
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