KELLANOVA — Major Shareholding Notification 2011

Feb 11, 2011

SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 34 Schedule 13G Amendment No. 34

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 34)*

Kellogg Company

(Name of Issuer)

Common Stock

(Title of Class of Securities)

487836108

(CUSIP Number)

12/31/10

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13G Page 2 of 10 pages

| CUSIP NO. 487836108 — 1 | NAME OF REPORTING
PERSON The Bank of New York Mellon Corporation | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION A New York
Corporation | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,920,690 |
| | 6 | SHARED VOTING POWER 82,525,949 |
| | 7 | SOLE DISPOSITIVE POWER 2,238,816 |
| | 8 | SHARED DISPOSITIVE POWER 82,558,424 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 84,889,703 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 23.2% | |
| 12 | TYPE OF REPORTING
PERSON* HC | |

*SEE INSTRUCTIONS BEFORE FILLING OUT!

13G Page 3 of 10 pages

| CUSIP NO. 487836108 — 1 | NAME OF REPORTING
PERSON The Bank of New York Mellon Trust Company,
N.A. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION A National Banking
Association | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 82,485,190 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 82,485,190 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 82,485,190 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 22.6% | |
| 12 | TYPE OF REPORTING
PERSON* BK | |

*SEE INSTRUCTIONS BEFORE FILLING OUT!

13G Page 4 of 10 pages

| CUSIP NO. 487836108 — 1 | NAME OF REPORTING
PERSON James M. Jenness | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION U.S. Citizen | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 549,757 |
| | 6 | SHARED VOTING POWER 82,485,190 |
| | 7 | SOLE DISPOSITIVE POWER 539,263 |
| | 8 | SHARED DISPOSITIVE POWER 82,485,190 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 83,034,947 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 22.7% | |
| 12 | TYPE OF REPORTING
PERSON* IN | |

*SEE INSTRUCTIONS BEFORE FILLING OUT!

13G Page 5 of 10 pages

| CUSIP NO. 487836108 — 1 | NAME OF REPORTING
PERSON Sterling K. Speirn | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION U.S. Citizen | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 16,772 |
| | 6 | SHARED VOTING POWER 82,704,990 |
| | 7 | SOLE DISPOSITIVE POWER 5,781 |
| | 8 | SHARED DISPOSITIVE POWER 82,704,990 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 82,721,762 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 22.6% | |
| 12 | TYPE OF REPORTING
PERSON* IN | |

*SEE INSTRUCTIONS BEFORE FILLING OUT!

13G Page 6 of 10 pages

| CUSIP NO. 487836108 — 1 | NAME OF REPORTING
PERSON Wenda W. Moore | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION U.S. Citizen | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 683 |
| | 6 | SHARED VOTING POWER 82,485,190 |
| | 7 | SOLE DISPOSITIVE POWER 683 |
| | 8 | SHARED DISPOSITIVE POWER 82,485,190 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 82,485,873 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 22.6% | |
| 12 | TYPE OF REPORTING
PERSON* IN | |

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Schedule 13G

Issuer: Kellogg Company

Page 7 of 10

This Schedule 13G is being filed as Amendment No. 34 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 of Kellogg Company (the “Shares”).

This Amendment No. 34 is being filed by The Bank of New York Mellon Corporation as parent holding company for The Bank of New York Mellon Trust Company, N.A., by The Bank of New York Mellon Trust Company, N.A. as trustee of the Trust, on behalf of the Trust and on behalf of itself, James M. Jenness, Sterling K. Speirn and Wenda W. Moore, as all of the trustees of the Trust as of December 31, 2010.

The number of Shares beneficially owned by each of The Bank of New York Mellon Corporation and certain of its affiliates (including The Bank of New York Mellon Trust Company, N.A.), James M. Jenness, Sterling K. Speirn and Wenda W. Moore, individually, as fiduciary or otherwise, is hereinafter reported. The number of Shares beneficially owned collectively by such persons is 85,676,715, which is 23.4% of the Shares outstanding. Of this amount 82,485,190 Shares, or 22.6% of the Shares outstanding, represent Shares owned in a fiduciary capacity on behalf of the Trust. Shares owned in other fiduciary capacities are noted on Exhibit 99.1.

The number of reported Shares for James M. Jenness includes 431,410 Shares that Mr. Jenness may acquire within 60 days of December 31, 2010 by exercising options granted to him under the Kellogg Company Key Employee Incentive Plans. The number of reported Shares for Sterling K. Speirn includes 5,781 Shares that Mr. Speirn may acquire within 60 days of December 31, 2010 by exercising options granted to him under the Kellogg Company Non-Employee Director Stock Plan.

Item 1.	(a)	Name of Issuer :
		Kellogg Company
	(b)	Address of Issuer’s Principal Executive Offices :
		One Kellogg Square Battle Creek, Michigan 49016-3599
Item 2.	(a)	Name of Persons Filing:
		The Bank of New York Mellon Corporation The Bank of New York Mellon Trust Co., N.A. James M. Jenness Sterling K. Speirn Wenda W.
Moore
	(b)	Address of Principal Business Office :
		Person Filing	Address
		The Bank of New York Mellon Corporation	One Wall Street New York,
NY 10286
		The Bank of New York Mellon Trust Co., N.A.	One BNY Mellon Center 500
Grant Street, Suite 410 Pittsburgh, PA 15258
		James M. Jenness	One Kellogg Square P. O. Box
3599 Battle Creek, Michigan 49016

Schedule 13G

Issuer: Kellogg Company

Page 8 of 10

		Sterling K. Speirn — Wenda W. Moore	One Michigan Avenue East Battle Creek, Michigan 49017 — One Michigan Avenue East Battle Creek, Michigan 49017
	(c)	Citizenship:
		The Bank of New York Mellon Corporation	-A New York Corporation
		The Bank of New York Mellon Trust Co., N.A.	-A National Banking Association
		James M. Jenness	-U.S. Citizen
		Sterling K. Speirn	-U.S. Citizen
		Wenda W. Moore	-U.S. Citizen
	(d)	Title of Class of Securities:
		All persons filing - common stock
	(e)	CUSIP Number:
		All persons filing - 487836108
Item 3.	(a) -(j)
	This statement is being filed pursuant to Rule 13d-1(d).

Item 4. — (a)	Amount Beneficially Owned as of December 31, 2010:
	The Bank of New York Mellon Corporation	-	84,889,703
	The Bank of New York Mellon Trust Co., N.A.	-	82,485,190
	James M. Jenness	-	83,034,947
	Sterling K. Speirn	-	82,721,762
	Wenda W. Moore	-	82,485,873
(b)	Percent of Class:
	The Bank of New York Mellon Corporation	-	23.2%
	The Bank of New York Mellon Trust Co., N.A.	-	22.6%
	James M. Jenness	-	22.7%
	Sterling K. Speirn	-	22.6%
	Wenda W. Moore	-	22.6%
(c)	Number of shares as to which such person has:
	(i)	Sole power to vote or to direct the vote:
	The Bank of New York Mellon Corporation	-	1,920,690
	The Bank of New York Mellon Trust Co., N.A.	-	0
	James M. Jenness	-	549,757
	Sterling K. Speirn	-	16,772
	Wenda W. Moore	-	683

Schedule 13G

Issuer: Kellogg Company

Page 9 of 10

	The Bank of New York Mellon Corporation	Shared power to vote or to direct the vote: — -	82,525,949
	The Bank of New York Mellon Trust Co., N.A.	-	82,485,190
	James M. Jenness	-	82,485,190
	Sterling K. Speirn	-	82,704,990
	Wenda W. Moore	-	82,485,190
	(iii)	Sole power to dispose or to direct the disposition of:
	The Bank of New York Mellon Corporation	-	2,238,816
	The Bank of New York Mellon Trust Co., N.A.	-	0
	James M. Jenness	-	539,263
	Sterling K. Speirn	-	5,781
	Wenda W. Moore	-	683
	(iv)	Shared power to dispose or to direct the disposition of:
	The Bank of New York Mellon Corporation	-	82,558,424
	The Bank of New York Mellon Trust Co., N.A.	-	82,485,190
	James M. Jenness	-	82,485,190
	Sterling K. Speirn	-	82,704,990
	Wenda W. Moore	-	82,485,190
Item 5.	Ownership of Five Percent or Less of a Class:
	Not Applicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person:
	See Exhibit 99.1
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person:
	The Bank of New York Mellon Corporation, a parent holding company, is filing with respect to its subsidiaries, including The Bank of New York Mellon Trust Company,
N.A.
Item 8.	Identification and Classification of Members of the Group:
	Not Applicable
Item 9.	Notice of Dissolution of Group:
	Not Applicable
Item 10.	Certifications:
	Not Applicable

Schedule 13G

Issuer: Kellogg Company

Page 10 of 10

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2011

The Bank of New York Mellon Corporation
By	/s/ Nicholas R. Darrow
	Nicholas R. Darrow
	Senior Vice President
	Attorney-in-Fact for
	The Bank of New York Mellon Corporation
The Bank of New York Mellon Trust Company, N.A., as trustee of the W.K. Kellogg Foundation Trust
By	/s/ Dana Luksic
	Dana Luksic
	Vice President
James M. Jenness
/s/ Dana Luksic
	By his attorney in fact, Dana Luksic
Sterling K. Speirn
/s/ Dana Luksic
	By his attorney in fact, Dana Luksic
Wenda W. Moore
/s/ Dana Luksic
	By her attorney in fact, Dana Luksic

SCHEDULE 13G

EXHIBIT INDEX

Exhibit No.	Exhibit
Exhibit 24.1	Power of Attorney of The Bank of New York Mellon Corporation dated October 12, 2009 (incorporated by reference to Exhibit 24.1 to Amendment No. 33 to this Schedule 13G filed on
February 11, 2010 (“Amendment No. 33”)).
Exhibit 24.2	Power of Attorney of James M. Jenness dated September 10, 2009 (incorporated by reference to Exhibit 24.2 to Amendment No. 33).
Exhibit 24.3	Power of Attorney of Sterling K. Speirn dated September 10, 2009 (incorporated by reference to Exhibit 24.3 to Amendment No. 33).
Exhibit 24.4	Power of Attorney of Wenda W. Moore dated September 10, 2009 (incorporated by reference to Exhibit 24.4 to Amendment No. 33).
Exhibit 99.1	Ownership of More Than Five Percent on Behalf of Another Person.
Exhibit 99.2	Agreement Pursuant to Rule 13d-1(k)(1)(iii).