Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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
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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 | |