SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HOOD CHRISTOPHER M

(Last)

(First)

(Middle)

ONE KELLOGG SQUARE

P O BOX 3599

(Street)

BATTLE CREEK

49016-3599

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KELLANOVA [ K ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common								45,897.1326⁽¹⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾							02/17/2026⁽³⁾	02/17/2026⁽³⁾	Common	11,695		11,695⁽⁴⁾	D
Restricted Stock Units	⁽²⁾							02/18/2025⁽⁵⁾	02/18/2025⁽⁵⁾	Common	11,382		11,382⁽⁴⁾	D
Restricted Stock Units	⁽²⁾							02/19/2024⁽⁶⁾	02/19/2024⁽⁶⁾	Common	14,826		14,826⁽⁴⁾	D
Stock Option	$50.18⁽⁴⁾							⁽⁷⁾	02/22/2029	Common	87,666		87,666⁽⁴⁾	D
Stock Option	$51.23⁽⁴⁾							⁽⁸⁾	02/19/2031	Common	67,123		67,123⁽⁴⁾	D
Stock Option	$56.69⁽⁴⁾							⁽⁹⁾	02/20/2025	Common	38,779		38,779⁽⁴⁾	D
Stock Option	$57.96⁽⁴⁾							⁽¹⁰⁾	02/21/2030	Common	56,970		56,970⁽⁴⁾	D
Stock Option	$61.62⁽⁴⁾							⁽¹¹⁾	02/16/2028	Common	54,268		54,268⁽⁴⁾	D
Stock Option	$64.48⁽⁴⁾							⁽¹²⁾	02/17/2027	Common	48,389		48,389⁽⁴⁾	D
Stock Option	$66.8⁽⁴⁾							⁽¹³⁾	02/19/2026	Common	55,399		55,399⁽⁴⁾	D

Explanation of Responses:

1. Excludes dividends reinvested after January 1, 2023.

2. Each restricted stock unit represents a contingent right to receive one share of Kellogg common stock.

3. The restricted stock units vest on February 17, 2026, the third anniversary of the grant date.

4. On October 2, 2023, Kellanova (f/k/a Kellogg Company) ("Kellanova") completed a prorata spinoff distribution ("Distribution") of all of its shares of WK Kellogg Co. In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of September 29, 2023 by and between Kellanova and WK Kellogg Co, equity awards held by the Reporting Person, and where applicable, exercise prices, were equitably adjusted.

5. The restricted stock units vest on February 18, 2025, the third anniversary of the grant date.

6. The restricted stock units vest on February 19, 2024, the third anniversary of the grant date.

7. The option vests in three equal annual installments beginning February 22, 2020.

8. The option vests in three equal annual installments beginning February 19, 2022.

9. The option vests in three equal annual installments beginning February 20, 2016.

10. The option vests in three equal annual installments beginning February 21, 2021.

11. The option vests in three equal annual installments beginning February 16, 2019.

12. The option vests in three equal annual installments beginning February 17, 2018.

13. The option vests in three equal annual installments beginning February 19, 2017.

	John Min, Attorney-in-Fact	10/04/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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