KELLANOVA — Director's Dealing 2022

Feb 11, 2022

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: KELLOGG CO (K)
CIK: 0000055067
Period of Report: 2022-01-01

Reporting Person: Gund G Zachary (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-01	Common	J	690.2420	$0.0000	Acquired	19865.8150	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-01	Phantom Stock Units	$	J	482.0140	Acquired		Common (482.0140)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	3657.0000	Indirect
Common	9200.0000	Indirect
Common	1619000.0000	Indirect

Footnotes

F1: Shares acquired under the Company's Dividend Reinvestment Plan in 2021.

F2: *These shares are held in a trust for the benefit of the reporting person and certain members of his family. The reporting person is one of several trustees and, in such capacity, may have voting and dispositive power over all such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F3: **These shares are held by a limited liability company that is owned by a trust for the benefit of certain members of the reporting person's family. A family member of the reporting person is the trustee of the trust and the reporting person is the manager of the limited liability company. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F4: ***These shares are held in family partnerships, the partners of which include a trust for the benefit of the reporting person. The reporting person serves as a manager of these partnerships and, in such capacity, may have voting and dispositive power over all such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F5: According to the terms of the Kellogg Company Deferred Compensation Plan for Non-Employee Directors, final value of phantom stock units is to be determined as of date of reporting person's retirement and paid in stock.

F6: Reflects dividend equivalents from automatic reinvestment of dividends.