Sec Form 4 Filing - KELLANOVA @ WK Kellogg Co - 2023-10-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
KELLANOVA
2. Issuer Name and Ticker or Trading Symbol
WK Kellogg Co [ KLG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
412 N. WELLS STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2023
(Street)
CHICAGO, IL60654
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/01/2023 J( 1 ) 85,629,489 A $ 0 85,630,489 D
Common Stock 10/02/2023 J( 2 ) 85,630,489 D $ 0 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KELLANOVA
412 N. WELLS STREET
CHICAGO, IL60654
X
Signatures
Kellanova , By: /s/ John Min, Chief Legal Officer 10/03/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the spin-off of WK Kellogg Co ("WK Kellogg") by Kellanova (f/k/a Kellogg Company), Kellanova received 85,629,489 shares of WK Kellogg common stock, which when combined with the 1,000 shares of common stock held by Kellanova prior thereto, equals the number of WK Kellogg shares distributed by Kellanova in the Distribution, as such term is defined in the Separation and Distribution Agreement by and between Kellanova and WK Kellogg, dated as of September 29, 2023 (the "Separation Agreement").
( 2 )In connection with the spin-off of WK Kellogg Co by Kellanova and pursuant to the terms and conditions of the Separation Agreement, Kellanova effected the Distribution on October 2, 2023 and distributed all shares of WK Kellogg Co on a pro rata basis to the holders of record of its common stock as of September 21, 2023, the record date for the Distribution.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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