Section 1: 4 (FORM 4 SUBMISSION)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person *
KELLOGG W K FOUNDATION TRUST
2. Issuer Name and Ticker or Trading Symbol
KELLOGG CO [K]
5. Relationship of Reporting Person(s) to Issuer
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
C/O THE NORTHERN TRUST COMPANY, 50 S. LASALLE 3. Date of Earliest Transaction (Month/Day/Year)
01/22/2019
CHICAGO, IL 60603 4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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 Stock 01/22/2019 01/22/2019 S 100,000 D $58.3601 64,931,838(1) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 Underlying 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

Reporting Owners

Reporting Owner Name / AddressRelationships
Director 10% Owner Officer Other
KELLOGG W K FOUNDATION TRUST
C/O THE NORTHERN TRUST COMPANY
50 S. LASALLE
CHICAGO, IL 60603
X
KELLOGG W K FOUNDATION
ONE MICHIGAN AVENUE EAST
BATTLE CREEK, MI 49017
X

Signatures

Craig R. Carberry, Associate General Counsel,The Northern Trust Company, as CorporateTrustee of the W.K. Kellogg Foundation Trustand signing for the W.K. Kellogg Foundationpursuant to a Power of Attorney dated August30, 2017 01/22/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 64,931,838 shares were owned following the reported transaction by the W.K. Kellogg Foundation Trust (the 'Trust') of which LaJune Montgomery Tabron, Steve Cahillane, Roderick D. Gillum and The Northern Trust Company are Trustees and the W.K. Kellogg Foundation (the 'Foundation') is the sole beneficiary.

Remarks:
The sales reported on this Form 4 were made pursuant to trading instructions given by the W.K. Kellogg Foundation Trust on August 29, 2018 that are intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.(Back To Top)

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Kellogg Company published this content on 22 January 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 22 January 2019 21:18:04 UTC