SEC Form 4 · accession 0001225208-16-027624
KELLOGG CO · K
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John A Bryant
Officer — Chairman, Pres. & CEO/Trustee · Director · 10% Owner
Period of report
Feb 19, 2016
Accepted (ET)
Feb 23, 2016 · 5:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000055067
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CommonF1 | Feb 19, 2016 | A | 16,345 | $0.00 | A | 282,030 | D | |
| Common | Feb 19, 2016 | F | 5,698 | $75.52 | D | 276,332 | D | |
| Common | Feb 22, 2016 | M | 177,327 | $53.01 | A | 453,659 | D | |
| CommonF2 | Feb 22, 2016 | S | 13,333 | $73.484 | D | 440,326 | D | |
| CommonF3 | Feb 22, 2016 | S | 137,304 | $74.0147 | D | 303,022 | D | |
| Common | Feb 23, 2016 | M | 112,973 | $53.01 | A | 415,995 | D | |
| CommonF4 | Feb 23, 2016 | S | 95,815 | $74.25 | D | 320,180 | D | |
| Common | holding | — | — | — | 5,208 | I | By 401(k) Profit Sharing Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Executive Compensation UnitsF5 | — | Feb 19, 2016 | A | 80 | A | — | — | Common | 80 | 8,067 | D |
| Stock OptionF6 | $75.52 | Feb 19, 2016 | A | 273,100 | A | — | Feb 19, 2026 | Common | 273,100 | 273,100 | D |
| Stock OptionF8 | $53.01 | Feb 22, 2016 | M | 177,327 | D | — | Feb 18, 2021 | Common | 177,327 | 112,973 | D |
| Stock OptionF8 | $53.01 | Feb 23, 2016 | M | 112,973 | D | — | Feb 18, 2021 | Common | 112,973 | 0 | D |
Explanation of responses
- F1Settlement of performance rights granted February 22, 2013, in connection with the Company's 2013-2015 Executive Performance Plan, which are payable in stock.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.41 to $73.52, 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.53 to $74.52, 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.54, 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.
- F5According to the terms of the Executive Compensation Deferral Plan, each share of phantom stock units is the economic equivalent of one share of Kellogg common stock and may be paid only in stock following the last day of the reporting person's employment.
- F6The option vests in three equal annual installments beginning February 19, 2017.
- F7Mr. Bryant took all after tax proceeds of the options exercise in Kellogg stock, increasing his share ownership by approximately 43,848 shares.
- F8The option was granted on February 18, 2011, and vested in three equal annual installments beginning February 18, 2012.