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Section 1: SC 13G/A (SC 13G/A)

SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 43)*

 

 

KELLOGG COMPANY

(Name of Issuer)

Common Stock, $0.25 par value per share

(Title of Class of Securities)

487836108

(CUSIP Number)

December 31, 2019

(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)

☒ 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 the 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).

 

 

 


CUSIP No. 487836108

 

  1   

NAMES OF REPORTING PERSONS

 

KELLOGG W K FOUNDATION TRUST

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Michigan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

62,731,838

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

62,731,838

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

62,731,838

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

18.4%*

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

*

Based on 341,094,178 shares of the Issuer’s common shares outstanding as of September 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on October 30, 2019.

 

2


CUSIP No. 487836108

 

  1   

NAMES OF REPORTING PERSONS

 

KELLOGG W K FOUNDATION

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Michigan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

62,731,838

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

62,731,838

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

62,731,838

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

18.4%*

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

*

Based on 341,094,178 shares of the Issuer’s common shares outstanding as of September 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 30, 2019.

 

3


CUSIP No. 487836108

 

  1   

NAMES OF REPORTING PERSONS

 

STEVEN A. CAHILLANE

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

279,375.413

   6   

SHARED VOTING POWER

 

62,731,838

   7   

SOLE DISPOSITIVE POWER

 

279,375.413

   8   

SHARED DISPOSITIVE POWER

 

62,731,838

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,011,213.413

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

18.5%*

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

*

Based on 341,094,178 shares of the Issuer’s common shares outstanding as of September 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 30, 2019.

 

4


CUSIP No. 487836108

 

  1   

NAMES OF REPORTING PERSONS

 

LA JUNE MONTGOMERY TABRON

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

16,092.446

   6   

SHARED VOTING POWER

 

62,731,838

   7   

SOLE DISPOSITIVE POWER

 

16,092.446

   8   

SHARED DISPOSITIVE POWER

 

62,731,838

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

62,747,930.446

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

18.4%*

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

*

Based on 341,094,178 shares of the Issuer’s common shares outstanding as of September 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 30, 2019.

 

5


CUSIP No. 487836108

 

  1   

NAMES OF REPORTING PERSONS

 

RAMÓN MURGUÍA

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

300

   6   

SHARED VOTING POWER

 

62,731,838

   7   

SOLE DISPOSITIVE POWER

 

300

   8   

SHARED DISPOSITIVE POWER

 

62,731,838

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

62,732,138

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

18.4%*

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

*

Based on 341,094,178 shares of the Issuer’s common shares outstanding as of September 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 30, 2019.

 

6


This Schedule 13G is being filed as Amendment No. 43 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, $.25 par value per share, of Kellogg Company (the “Shares”).

This Amendment No. 43 is being filed by the Trust on behalf of itself, W.K. Kellogg Foundation (the “Foundation”), as sole beneficiary of the Trust, and Steven A. Cahillane, La June Montgomery Tabron and Ramón Murguía, as the three individual trustees of the Trust as of December 31, 2019.

A separate Schedule 13G is being filed by The Northern Trust Corporation, as parent holding company for The Northern Trust Company, the sole corporate trustee of the Trust. Prior to Amendment No. 38 filed in February 2015, the three individual trustees of the Trust filed jointly on Schedule 13G with the sole corporate trustee.

Roderick D. Gillum left the office of trustee of the Trust on February 21, 2019. On that date, Ramón Murguía succeeded Mr. Gillum as a trustee of the Trust. Accordingly, beginning with the year ending December 31, 2019, Mr. Murguía is reporting his shareholdings of Kellogg Company in lieu of Mr. Gillum on amendments to this Schedule 13G.

Under the agreement governing the Trust, if a majority of the trustees of the Trust (which majority must include the corporate trustee) cannot agree on how to vote the Shares, the Foundation has the power to direct the voting of such stock. In addition, the Foundation has the power to approve successor trustees and to remove trustees of the Trust, subject to certain limitations. As such, the Foundation may be deemed to beneficially own the Shares held in the Trust for purposes of Section 13(d) of the Act.

The number of Shares beneficially owned by each of the Trust, the Foundation, Steven A. Cahillane, La June Montgomery Tabron and Ramón Murguía, individually, as fiduciary or otherwise, is hereinafter reported. The number of Shares beneficially owned collectively by such persons is 63,027,605.859, which is 18.5% of the Shares outstanding. Of this amount 62,731,838 Shares, or 18.4% of the Shares outstanding, represent Shares held in the Trust, and beneficially owned by the trustees in a fiduciary capacity on behalf of the Trust.

The number of reported Shares for Steven A. Cahillane includes 161,437 Shares that he may acquire within 60 days of December 31, 2019 by exercising options granted to him under the Kellogg Company Key Employee Incentive Plans and 7,917.413 Shares that he may acquire within 60 days of December 31, 2019 pursuant to the Kellogg Company Executive Compensation Deferral Plan. The number of reported Shares for La June Montgomery Tabron includes 16,092.446 Shares held by the trustee of the Kellogg Company Grantor Trust for Non-Employee Directors that she may acquire within 60 days of December 31, 2019 pursuant to the Kellogg Company Non-Employee Director Stock Plan.

 

Item 1(a).  

Name of Issuer:

 

Kellogg Company

Item 1(b).  

Address of Issuer’s Principal Executive Offices

 

One Kellogg Square

Battle Creek, Michigan 49016-3599

Item 2(a).  

Name of Persons Filing

 

W.K. Kellogg Foundation Trust

W.K. Kellogg Foundation

Steven A. Cahillane

La June Montgomery Tabron

Ramón Murguía

 

7


Item 2(b).   Address of Principal Business Office or, if None, Residence:
  Person Filing    Address
  W.K. Kellogg Foundation Trust:   

One Michigan Avenue East

Battle Creek, MI 49017-4058

  W.K. Kellogg Foundation:   

One Michigan Avenue East

Battle Creek, MI 49017-4058

  Steven A. Cahillane:   

One Kellogg Square

P.O. Box 3599

Battle Creek, MI 49016

  La June Montgomery Tabron:   

One Michigan Avenue East

Battle Creek, MI 49017-4058

  Ramón Murguía:   

One Michigan Avenue East

Battle Creek, MI 49017-4058

Item 2(c).   Citizenship   
 

W.K. Kellogg Foundation Trust:

W.K. Kellogg Foundation:

Steven A. Cahillane:

La June Montgomery Tabron:

Ramón Murguía:

  

-A Michigan Trust

-A Michigan Nonprofit Corporation

-U.S. Citizen

-U.S. Citizen

-U.S. Citizen

Item 2(d).  

Title of Class of Securities

 

Common Stock, $.25 par value per share

  
Item 2(e).  

CUSIP Number

 

487836108

  

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable. This statement is being filed pursuant to Rule 13d-1(d).

 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

8


Item 4(a).   Amount beneficially owned:
 

W.K. Kellogg Foundation Trust:

W.K. Kellogg Foundation:

Steven A. Cahillane:

La June Montgomery Tabron:

Ramón Murguía:

  

62,731,838

62,731,838

63,011,213.413

62,747,930.446

62,732,138

Item 4(b).   Percent of class:
 

W.K. Kellogg Foundation Trust:

W.K. Kellogg Foundation:

Steven A. Cahillane:

La June Montgomery Tabron:

Ramón Murguía:

  

18.4%*

18.4%*

18.5%*

18.4%*

18.4%*

 

*

Based on 341,094,178 shares of the Issuer’s common shares outstanding as of September 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 30, 2019.

 

Item 4(c).   Number of shares as to which the person has:
(i)   Sole power to vote or to direct the vote:
 

W.K. Kellogg Foundation Trust:

W.K. Kellogg Foundation:

Steven A. Cahillane:

La June Montgomery Tabron:

Ramón Murguía:

  

0

0

279,375.413

16,092.446

300

(ii)   Shared power to vote or to direct the vote:
 

W.K. Kellogg Foundation Trust:

W.K. Kellogg Foundation:

Steven A. Cahillane:

La June Montgomery Tabron:

Ramón Murguía:

  

62,731,838

62,731,838

62,731,838

62,731,838

62,731,838

(iii)   Sole power to dispose or to direct the disposition of:
 

W.K. Kellogg Foundation Trust:

W.K. Kellogg Foundation:

Steven A. Cahillane:

La June Montgomery Tabron:

Ramón Murguía:

  

0

0

279,375.413

16,092.446

300

(iv)   Shared power to dispose or to direct the disposition of:
 

W.K. Kellogg Foundation Trust:

W.K. Kellogg Foundation:

Steven A. Cahillane:

La June Montgomery Tabron:

Ramón Murguía:

  

62,731,838

62,731,838

62,731,838

62,731,838

62,731,838

 

9


Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certification

Not Applicable

 

10


SIGNATURE

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

 

Dated:    February 7, 2020   W.K. KELLOGG FOUNDATION TRUST
  By: THE NORTHERN TRUST COMPANY, as corporate trustee
    By:  

/s/ Michael A. Weiland

    Name:   Michael A. Weiland
    Title:   Sr. Vice President
  W.K. KELLOGG FOUNDATION
  By:  

/s/ Michael A. Weiland

  Name:   Michael A. Weiland
  Title:   Attorney in fact
  STEVEN A. CAHILLANE
  By:  

/s/ Michael A. Weiland

  Name:   Michael A. Weiland
  Title:   Attorney in fact
  LA JUNE MONTGOMERY TABRON
  By:  

/s/ Michael A. Weiland

  Name:   Michael A. Weiland
  Title:   Attorney in fact
  RAMÓN MURGUÍA
  By:  

/s/ Michael A. Weiland

  Name:   Michael A. Weiland
  Title:   Attorney in fact

EXHIBITS

 

Exhibit
   Number   
  

Title

24.1    Power of Attorney of W.K. Kellogg Foundation dated August 30, 2017 (previously filed with Amendment No. 41 to Schedule 13G filed on November 29, 2018 and incorporated herein by reference).
24.2    Power of Attorney of Steven A. Cahillane dated November 14, 2018 (previously filed with Amendment No. 42 to Schedule 13G filed on February 12, 2019 and incorporated herein by reference).
24.3    Power of Attorney of La June Montgomery Tabron dated November 14, 2018 (previously filed with Amendment No. 42 to Schedule 13G filed on February 12, 2019 and incorporated herein by reference).
24.4    Power of Attorney of Ramón Murguía dated February 6, 2019.
99.1    Joint Filing Agreement, dated February 7, 2020, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

11

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Section 2: EX-24.4 (EX-24.4)

EX-24.4

Exhibit 24.4

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that the undersigned, RAMÓN MURGUÍA, hereby constitutes and appoints each of MICHAEL A. WEILAND, AMY E. SZOSTAK, CRAIG R. CARBERRY, BOLA M. BEARD and JUDY A. CARON of The Northern Trust Company, and JAMES A. CASEY and PHILIP J. NIEHOFF of Mayer Brown LLP, as his true and lawful attorneys-in-fact to:

 

  (1)

execute for and on behalf of the undersigned all Schedules and other statements and amendments thereto required to be filed under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

 

  (2)

execute for and on behalf of the undersigned Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder;

 

  (3)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule or Form referred to above and the timely filing of such Schedule or Form with the United States Securities and Exchange Commission (“SEC”) and any other authority; and

 

  (4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such an attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The powers granted above may be exercised by such attorneys-in-fact on behalf of the undersigned individually or on behalf of the undersigned in any fiduciary or representative capacity in which the undersigned may be acting.

The powers granted above may be exercised by any one of such attorneys-in-fact acting alone.

The undersigned grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue hereof, including but not limited to any filing with the SEC of any Schedule or Form referred to above and any agreement to file a single Schedule 13D or 13G in accordance with Regulation § 240.13d-1(k). The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act.


This Power of Attorney shall be effective on the date set forth below and shall continue in full force and effect as long as the undersigned shall be subject to Sections 13 or 16 of the Exchange Act and the rules thereunder or until such earlier date on which written notification executed by the undersigned is filed with the SEC expressly revoking this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 6th day of February 2019.

 

/s/ Ramón Murguía

Ramón Murguía

 

STATE OF MISSOURI   )
  )
COUNTY OF JACKSON   )

I, VERONICA MEZA-ARELLANO, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that RAMÓN MURGUÍA, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that such person signed, sealed and delivered said instrument as his free and voluntary act, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this 6th day of February 2019.

 

/s/ Veronica Meza-Arellano

Notary Public

My Commission Expires: March 27, 2021.

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Section 3: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) each of the persons named below agrees to this joint filing of Schedule 13G individually and as a trustee of the W.K. Kellogg Foundation Trust and submits this exhibit as proof of its agreement with the other persons named below:

 

Dated:      February 7, 2020     W.K. KELLOGG FOUNDATION TRUST
    By: THE NORTHERN TRUST COMPANY, as corporate trustee
      By:  

/s/ Michael A. Weiland

      Name:   Michael A. Weiland
      Title:   Sr. Vice President
    W.K. KELLOGG FOUNDATION
    By:  

/s/ Michael A. Weiland

    Name:   Michael A. Weiland
    Title:   Attorney in fact
    STEVEN A. CAHILLANE
    By:  

/s/ Michael A. Weiland

    Name:   Michael A. Weiland
    Title:   Attorney in fact
    LA JUNE MONTGOMERY TABRON
    By:  

/s/ Michael A. Weiland

    Name:   Michael A. Weiland
    Title:   Attorney in fact
    RAMÓN MURGUÍA
    By:  

/s/ Michael A. Weiland

    Name:   Michael A. Weiland
    Title:   Attorney in fact
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