09/30/2025 | Press release | Distributed by Public on 09/30/2025 19:13
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (4) | 09/26/2025 | D(4) | 142,080 | (4) | (4) | Common Stock | 142,080 | $23 | 0 | D | ||||
Performance-based Restricted Stock Units | (5) | 09/26/2025 | A(5) | 45,284 | (5) | (5) | Common Stock | 45,284 | $ 0 | 45,284 | D | ||||
Performance-based Restricted Stock Units | (5) | 09/26/2025 | D(5) | 45,284 | (5) | (5) | Common Stock | 45,284 | $23 | 0 | D | ||||
Dividend Equivalent Units | (4) | 09/26/2025 | D(4) | 9,513.48(6) | (4) | (4) | Common Stock | 9,513.48 | $23 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
VanDeVelde Doug ONE KELLOGG SQUARE BATTLE CREEK, MI 49017 |
Chief Growth Officer |
/s/Gordon Paulson, Attorney-in-Fact | 09/30/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Pursuant to the Agreement and Plan of Merger, dated as of July 10, 2025 (the "Merger Agreement"), by and among the Issuer, Ferrero International S.A. ("Parent"), and Frosty Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned indirect subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of common stock, par value $0.0001 per share ("Common Stock"), of the Issuer that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $23.00 per share in cash, without interest thereon (the "Per Share Price"). |
(2) | Includes 623 shares of Common Stock acquired by the Reporting Person under the WK Kellogg Co 2023 Employee Stock Purchase Plan. |
(3) | Represents shares of Common Stock indirectly held by the Reporting Person's account in the WK Kellogg Co Savings and Investment Plan immediately prior to the Effective Time. |
(4) | Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU"), including all dividend equivalents accrued or credited with respect to such RSU, that was outstanding and unvested as of immediately prior to the Effective Time was automatically cancelled and converted into the contingent right of the Reporting Person to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted RSU Cash Award") equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock subject to such RSU. Each Converted RSU Cash Award will be paid on the applicable vesting date(s) that applied to the corresponding RSU, subject to the Reporting Person's continued employment or service through such date or, if earlier, upon a qualifying termination of employment. |
(5) | Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each performance-based restricted stock unit ("PSU"), including all dividend equivalents accrued or credited with respect to such PSU, that was outstanding and unvested as of immediately prior to the Effective Time was automatically cancelled and converted into the contingent right of the Reporting Person to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted PSU Cash Award") equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock subject to such PSU determined assuming achievement at 140% of target performance. Each Converted PSU Cash Award will be paid at the end of the applicable performance period that applied to the corresponding PSU, subject to the Reporting Person's continued employment or service through such date or, if earlier, upon a qualifying termination of employment. |
(6) | The reduction in the total number of dividend equivalent units ("DEUs") reported in the Form 4 filed by the Reporting Person on 12/17/2024 was inadvertently overstated by 583.62 DEUs. Accordingly, the total number of DEUs reported as disposed herein has been increased by 583.62 DEUs to correct the overstatement in such filing. |