4//SEC Filing
McKinstray David 4
Accession 0001193125-25-225620
CIK 0001959348other
Filed
Sep 29, 8:00 PM ET
Accepted
Sep 30, 9:21 PM ET
Size
18.0 KB
Accession
0001193125-25-225620
Insider Transaction Report
Form 4
McKinstray David
Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
2025-09-26$23.00/sh−47,889$1,101,447→ 0 total - Disposition to Issuer
Common Stock
2025-09-26$23.00/sh−30.137$693→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Restricted Stock Units
2025-09-26$23.00/sh−170,549$3,922,627→ 0 total→ Common Stock (170,549 underlying) - Disposition to Issuer
Dividend Equivalent Units
2025-09-26$23.00/sh−10,936$251,528→ 0 total→ Common Stock (10,936 underlying) - Award
Performance-based Restricted Stock Units
2025-09-26+65,812→ 65,812 total→ Common Stock (65,812 underlying) - Disposition to Issuer
Performance-based Restricted Stock Units
2025-09-26$23.00/sh−65,812$1,513,676→ 0 total→ Common Stock (65,812 underlying)
Footnotes (6)
- [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]Includes 4,009 shares of Common Stock acquired by the Reporting Person under the WK Kellogg Co 2023 Employee Stock Purchase Plan.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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 356 DEUs. Accordingly, the total number of DEUs reported as disposed herein has been increased by 356 DEUs to correct the overstatement in such filing.
Documents
Issuer
WK Kellogg Co
CIK 0001959348
Entity typeother
Related Parties
1- filerCIK 0001991898
Filing Metadata
- Form type
- 4
- Filed
- Sep 29, 8:00 PM ET
- Accepted
- Sep 30, 9:21 PM ET
- Size
- 18.0 KB