0000899243-23-019928.txt : 20231010 0000899243-23-019928.hdr.sgml : 20231010 20231010061006 ACCESSION NUMBER: 0000899243-23-019928 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231002 FILED AS OF DATE: 20231010 DATE AS OF CHANGE: 20231010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gund G Zachary CENTRAL INDEX KEY: 0001291206 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41755 FILM NUMBER: 231315449 MAIL ADDRESS: STREET 1: 14 NASSAU STREET CITY: PRINETON STATE: NJ ZIP: 08542 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WK Kellogg Co CENTRAL INDEX KEY: 0001959348 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-10-02 0 0001959348 WK Kellogg Co KLG 0001291206 Gund G Zachary ONE KELLOGG SQUARE BATTLE CREEK MI 49016 1 0 0 0 Common Stock 10956 D Common Stock 6218 I Held in Trust Common Stock 914 I See footnote Common Stock 2300 I See footnote Common Stock 404750 I See footnote Represents shares held in the name of the Reporting Person under the Kellogg Company Deferred Compensation Plan for Non-Employee Directors as a result of the pro rata distribution by Kellogg Company of all outstanding shares of the Issuer's common stock to Kellogg Company's shareowners on October 2, 2023 (the "Distribution"). Represents shares received by the Reporting Person as a result of the Distribution. 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. These shares are held by a limited liability company that is owned by a trust for the benefit of certain members of the Reporting Person's family. A family member of the Reporting Person is the trustee of the trust, and the Reporting Person is the manager of the limited liability company. 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. 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. Exhibit 24 - Power of Attorney /s/ Gordon Paulson, Attorney-in-Fact 2023-10-10 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                   Exhibit 24

                                POWER OF ATTORNEY

                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 August 25, 2023

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Norma Barnes-Euresti, Gordon Paulson, Stephanie White and
Evelyn Pollard, the undersigned's true and lawful attorney-in-fact to:

    (i)   execute for and on behalf of the undersigned, in the undersigned's
          capacity as an officer and/or director and/or owner of greater than
          10% of the outstanding common stock of WK Kellogg Co, a Delaware
          corporation (the "Company"), Forms 3, 4 and 5 (including any
          amendments, supplements or exhibits thereto) in accordance with
          Section 16(a) of the Securities Exchange Act of 1934 and the rules
          thereunder;

    (ii)  do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          Form 3, 4 or 5 (including any amendments, supplements or exhibits
          thereto) and timely file such form with the United States Securities
          and Exchange Commission (the "SEC") and any stock exchange or similar
          authority, including without limitation the filing of a Form ID or
          any other documents necessary or appropriate to enable the
          undersigned to file the Form 3, 4 and 5 electronically with the SEC;

    (iii) seek or obtain, as the undersigned's representative and on the
          undersigned's behalf, information on transactions in the Company's
          securities from any third party, including brokers, employee benefit
          plan administrators and trustees, and the undersigned hereby
          authorizes any such person to release any such information to each of
          the undersigned's attorneys-in-fact appointed by this Power of
          Attorney and ratifies any such release of information; and

    (iv)  take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such 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 such attorney-in-
          fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned 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 such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934. This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the date first written above.


Signed and acknowledged:

/s/ G Zachary Gund
------------------------
Zack Gund