0001193125-24-028394.txt : 20240208 0001193125-24-028394.hdr.sgml : 20240208 20240208163025 ACCESSION NUMBER: 0001193125-24-028394 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240208 DATE AS OF CHANGE: 20240208 GROUP MEMBERS: W.K. KELLOGG FOUNDATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WK Kellogg Co CENTRAL INDEX KEY: 0001959348 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-94220 FILM NUMBER: 24609539 BUSINESS ADDRESS: STREET 1: ONE KELLOGG SQUARE CITY: BATTLE CREEK STATE: MI ZIP: 49017 BUSINESS PHONE: 269-961-2000 MAIL ADDRESS: STREET 1: ONE KELLOGG SQUARE CITY: BATTLE CREEK STATE: MI ZIP: 49017 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICA CEREAL CO. DATE OF NAME CHANGE: 20221220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELLOGG W K FOUNDATION TRUST CENTRAL INDEX KEY: 0001197921 ORGANIZATION NAME: IRS NUMBER: 366030614 STATE OF INCORPORATION: MI FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE MICHIGAN AVE EAST CITY: BATTLE CREEK STATE: MI ZIP: 49017 BUSINESS PHONE: 3124445615 MAIL ADDRESS: STREET 1: 50 S. LA SALLE ST. STREET 2: B-10 CITY: CHICAGO STATE: IL ZIP: 60603 SC 13G 1 d765355dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

WK Kellogg Co

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

92942W107

(CUSIP Number)

December 31, 2023

(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. 92942W107

 

 1   

 NAMES OF REPORTING PERSONS

 

 W.K. KELLOGG 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:

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 15,057,184

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 15,057,184

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 15,057,184

10  

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

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 17.6%*

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

*

Based on 85,631,304 shares of the Issuer’s common shares outstanding as of October 31, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2023.

 

2

CUSIP No. 92942W107

 

 1   

 NAMES OF REPORTING PERSONS

 

 W.K. KELLOGG 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:

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 15,057,184

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 15,057,184

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 15,057,184

10  

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

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 17.6%*

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 CO

 

*

Based on 85,631,304 shares of the Issuer’s common shares outstanding as of October 31, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 8, 2023.

 

3

CUSIP No. 92942W107

 

This Schedule 13G is being filed by the W.K. Kellogg Foundation Trust (the “Trust”) on behalf of itself and W.K. Kellogg Foundation (the “Foundation”), as sole beneficiary of the Trust, with respect to shares of common stock, $.0001 par value per share, of WK Kellogg Co (the “Shares”). Steven A. Cahillane, La June Montgomery Tabron, Richard M. Tsoumas and The Northern Trust Company are the trustees of the Trust as of December 31, 2023.

Under the agreement governing the Trust, if a majority of the trustees of the Trust 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 Shares reported herein were acquired by the Trust on October 2, 2023 in connection with the spin-off of WK Kellogg Co by Kellanova (formerly known as Kellogg Company), whereby Kellanova made a pro rata distribution of WK Kellogg Co Shares to the Kellanova stockholders.

As of December 31, 2023, the Trust and the Foundation beneficially own 15,057,184 Shares, or 17.6% of the Shares outstanding.

 

Item 1(a).

Name of Issuer:

WK Kellogg Co

 

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

 

4

CUSIP No. 92942W107

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

Person Filing

W.K. Kellogg Foundation Trust:

   

Address

One Michigan Avenue East

Battle Creek, MI 49017-4058

W.K. Kellogg Foundation:   

One Michigan Avenue East

Battle Creek, MI 49017-4058

 

Item 2(c).

Citizenship

 

W.K. Kellogg Foundation Trust:

W.K. Kellogg Foundation:

   

-A Michigan Trust

-A Michigan Nonprofit Corporation

 

Item 2(d).

Title of Class of Securities

Common Stock, $.0001 par value per share

 

Item 2(e).

CUSIP Number

92942W107

 

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.

 

5

CUSIP No. 92942W107

 

Item 4(a).

Amount beneficially owned:

 

W.K. Kellogg Foundation Trust:

W.K. Kellogg Foundation:

   

15,057,184

15,057,184

 

Item 4(b).

Percent of class:

 

W.K. Kellogg Foundation Trust:

W.K. Kellogg Foundation:

   

17.6%*

17.6%*

 

*

Based on 85,631,304 shares of the Issuer’s common shares outstanding as of October 31, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 8, 2023.

 

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:

   

0

0

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

W.K. Kellogg Foundation Trust:

W.K. Kellogg Foundation:

   

15,057,184

15,057,184

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

W.K. Kellogg Foundation Trust:

W.K. Kellogg Foundation:

   

0

0

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

W.K. Kellogg Foundation Trust:

W.K. Kellogg Foundation:

   

15,057,184

15,057,184

 

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

 

6

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 8, 2024     W.K. KELLOGG FOUNDATION TRUST
    By: THE NORTHERN TRUST COMPANY, as corporate trustee
    By:  

/s/ Amy Cunningham

    Name:   Amy Cunningham
    Title:   Vice President
    W.K. KELLOGG FOUNDATION
    By:  

/s/ Kahlil C. Williams

    Name:   Kahlil C. Williams
    Title:   General Counsel

EXHIBITS

 

Exhibit
Number		    Title
99.1    Joint Filing Agreement, dated February 8, 2024, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended
 EX-99.1 2 d765355dex991.htm 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 and submits this exhibit as proof of its agreement with the other persons named below:

 

Dated: February 8, 2024     W.K. KELLOGG FOUNDATION TRUST
   

By: THE NORTHERN TRUST COMPANY, as corporate

trustee

    By:  

/s/ Amy Cunningham

    Name:   Amy Cunningham
    Title:   Vice President
    W.K. KELLOGG FOUNDATION
    By:  

/s/ Kahlil C. Williams

    Name:   Kahlil C. Williams
    Title:   General Counsel