Sec Form 4 Filing - AMAYA NICOLAS @ KELLANOVA - 2023-10-26

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
AMAYA NICOLAS
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
(Last) (First) (Middle)
412 N. WELLS STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/26/2023
(Street)
CHICAGO, IL60654
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common 20,210.5871 ( 1 ) D
Common 411.448 ( 1 ) I By 401(k) Profit Sharing Plan
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 2 ) ( 3 ) 10/26/2023( 4 ) A 16,637 02/16/2024( 5 ) 02/16/2024( 5 ) Common 16,637 $ 0 16,637 ( 6 ) D
Restricted Stock Units ( 7 ) ( 3 ) 10/26/2023( 4 ) A 17,889 02/21/2025( 8 ) 02/21/2025( 8 ) Common 17,889 $ 0 17,889 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AMAYA NICOLAS
412 N. WELLS STREET
CHICAGO, IL60654
Senior Vice President
Signatures
John Min, Attorney-in-Fact 10/30/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Excludes dividends reinvested after January 1, 2023.
( 2 )Represent 2021-2023 Executive Performance Plan awards granted under the Kellanova Performance Stock Unit ("PSU") Plan (formerly known as the "Executive Performance Plan").
( 3 )Each restricted stock unit represents a contingent right to receive one share of Kellanova common stock.
( 4 )On October 26, 2023, the Kellanova Compensation and Talent Management Committee determined the actual performance through the effective time of the Distribution (as defined below) of the PSU Plan Awards.
( 5 )The restricted stock units vest over three years and vest on the date of the Board meeting that occurs closest to the third anniversary of the grant date, which is expected to occur on February 16, 2024.
( 6 )On October 2, 2023, Kellanova completed a pro rata 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 were equitably adjusted.
( 7 )Represent 2022-2024 Preformance Stock Unit awards granted under the Kellanova PSU Plan (formally known as the "Executive Performance Plan").
( 8 )The restricted stock units vest over three years and vest on the date of the Board meeting that occurs closest to the third anniversary of the grant date, which is expected to occur on February 21, 2025.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.