0001628280-24-024130.txt : 20240517 0001628280-24-024130.hdr.sgml : 20240517 20240517165909 ACCESSION NUMBER: 0001628280-24-024130 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240515 FILED AS OF DATE: 20240517 DATE AS OF CHANGE: 20240517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gund G Zachary CENTRAL INDEX KEY: 0001291206 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41755 FILM NUMBER: 24961049 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] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 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 4 1 wk-form4_1715979534.xml FORM 4 X0508 4 2024-05-15 0 0001959348 WK Kellogg Co KLG 0001291206 Gund G Zachary ONE KELLOGG SQUARE BATTLE CREEK MI 49017 1 0 0 0 0 Common Stock 2024-05-15 4 A 0 6699 0 A 27515 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 Deferred Stock Units 2024-05-15 4 A 0 1674 20.90 A Common Stock 1674 4024.32 D Represents shares of Issuer common stock granted to the Reporting Person under the Amended and Restated WK Kellogg Co 2023 Long-Term Incentive Plan pursuant to the non-employee director compensation program of the Issuer. Shares granted under by the Issuer under the non-employee director compensation program are automatically deferred and distributable to the Reporting Person or his beneficiary only upon the "separation of service" of the Reporting Person from the Issuer (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended). 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. Represents deferred stock units granted under the WK Kellogg Co 2023 Long-Term Incentive Plan pursuant to an election made by the Reporting Person under the Issuer non-employee director compensation program. Each deferred stock unit is the economic equivalent of one share of the common stock of the Issuer (Common Stock). The deferred stock units are payable in shares of Common Stock, either in a lump sum or in ten annual installments, commencing on the date on which the the service of the Reporting Person as a Director terminates. /s/ Gordon Paulson, Attorney-in-Fact 2024-05-17