4//SEC Filing
Arlin Wendy C. 4
Accession 0001193125-25-225576
CIK 0001959348other
Filed
Sep 29, 8:00 PM ET
Accepted
Sep 30, 8:53 PM ET
Size
8.2 KB
Accession
0001193125-25-225576
Insider Transaction Report
Form 4
Arlin Wendy C.
Director
Transactions
- Disposition to Issuer
Common Stock
2025-09-26$23.00/sh−24,354$560,142→ 0 total - Disposition to Issuer
Phantom Stock
2025-09-26$23.00/sh−1,239.99$28,520→ 0 total→ Common Stock (1,239.99 underlying)
Footnotes (2)
- [F1]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").
- [F2]Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each deferred share of Common Stock (each, a "DSU"), including all dividend equivalents accrued or credited with respect to such DSU, that was outstanding and unvested as of immediately prior to the Effective Time was automatically cancelled and converted into the right of the Reporting Person to receive, at the time specified under their applicable terms and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, an amount in cash (without interest and subject to applicable withholding taxes) equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock underlying such DSU.
Documents
Issuer
WK Kellogg Co
CIK 0001959348
Entity typeother
Related Parties
1- filerCIK 0001876592
Filing Metadata
- Form type
- 4
- Filed
- Sep 29, 8:00 PM ET
- Accepted
- Sep 30, 8:53 PM ET
- Size
- 8.2 KB