SEC Form 5 · accession 0001225208-19-002092
KELLOGG CO · K
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
G Zachary Gund
Director
Period of report
Jan 1, 2019
Accepted (ET)
Feb 8, 2019 · 4:29 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 |
|---|---|---|---|---|---|---|---|---|
| Common | Jan 1, 2019 | J | 326 | $0.00 | A | 10,715 | I | Held in Trust |
| CommonF2 | holding | — | — | — | 3,657 | I | See footnote* | |
| CommonF3 | holding | — | — | — | 9,200 | I | See footnote** | |
| CommonF4 | holding | — | — | — | 1,619,000 | I | See footnote*** |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF5 | — | Jan 1, 2019 | J | 214 | A | — | — | Common | 214 | 7,254 | D |
Explanation of responses
- F1Shares acquired under the Company's Dividend Reinvestment Plan in 2018.
- 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 in a trust for the benefit of certain members of the reporting person's family. A family member of the reporting person is the trustee. 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.
- F5According 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.
- F6Reflects dividend equivalents from automatic reinvestment of dividends.