SEC Form SC 13G/A filed by Kellogg Company (Amendment)

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.

  NAMES OF REPORTING PERSONS

  Gordon Gund

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  20,735,038

  SHARED VOTING POWER

  191,869

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  191,869

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  20,926,907

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  6.1%

  TYPE OF REPORTING PERSON (See Instructions)

IN (The filing of this statement should not be construed as an admission that the reporting person is, for the purposes of Section 13(d) or Section 13(g) of the Securities and Exchange Act of 1934, the beneficial owner of all securities covered by this statement.)

Item 1(a).

Name of Issuer:

Kellogg Company

Item 1(b).

Address of Issuer’s Principal Executive Offices:

One Kellogg Square, P.O. Box 3599, Battle Creek, MI 49016-3599

Item 2(a).

Name of Person Filing:

Gordon Gund

Item 2(b)

Address of Principal Business Office:

14 Nassau Street, Princeton, NJ 08542-4523

Item 2(c)

Citizenship:

USA

Item 2(d)

Title of Class of Securities

Common Stock

Item 2(e)

CUSIP No.:

487836108

Item 3.

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

Not Applicable

Item 4.

Ownership

The following information relates to Gordon Gund’s beneficial ownership and shared voting or dispositive authority over shares of Common Stock as of December 31, 2022.

(a)   Amount beneficially owned: 20,926,907.

(b)   Percent of class: 6.1%

(c)   Number of shares as to which Mr. Gund has:

(i) Sole power to vote or to direct the vote: 20,735,038.

(ii)  Shared power to vote or to direct the vote: 191,869.

(iii)  Sole power to dispose or to direct the disposition of: 0.

(iv) Shared power to dispose or to direct the disposition of: 191,869.

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

Other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these securities. Those persons whose interest relates to more than five percent of the class are:

KeyBank National Association, as trustee of certain trusts

Item 7.

Not Applicable.

Item 8.

Not Applicable.

Item 9.

Not Applicable.

Item 10.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.