4//SEC Filing
Kapoor Shumit 4
Accession 0001193125-25-316391
CIK 0000055067other
Filed
Dec 10, 7:00 PM ET
Accepted
Dec 11, 6:32 PM ET
Size
20.6 KB
Accession
0001193125-25-316391
Insider Transaction Report
Form 4
Kapoor Shumit
Senior Vice President
Transactions
- Disposition to Issuer
Common
2025-12-11$83.50/sh−65,848$5,498,308→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-12-11$83.50/sh−6,493.975$542,247→ 0 totalFrom: 2026-02-17Exp: 2026-02-17→ Common (6,493.975 underlying) - Disposition to Issuer
Restricted Stock Units
2025-12-11$83.50/sh−9,534.851$796,160→ 0 totalFrom: 2027-02-16Exp: 2027-02-16→ Common (9,534.851 underlying) - Disposition to Issuer
Restricted Stock Units
2025-12-11$83.50/sh−19,287.009$1,610,465→ 0 totalFrom: 2028-02-21Exp: 2028-02-21→ Common (19,287.009 underlying) - Award
Performance-based Restricted Stock Units
2025-12-11+45,290→ 45,290 total→ Common (45,290 underlying) - Disposition to Issuer
Performance-based Restricted Stock Units
2025-12-11$83.50/sh−45,290$3,781,715→ 0 total→ Common (45,290 underlying) - Disposition to Issuer
Stock Option
2025-12-11$32.27/sh−29,542$953,320→ 0 totalExercise: $51.23Exp: 2031-02-19→ Common (29,542 underlying)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of August 13, 2024, by and among the Issuer, Acquiror 10VB8, LLC ("Acquiror"), Merger Sub 10VB8, LLC ("Merger Sub"), and solely for the limited purposes set forth therein, Mars, Incorporated, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Acquiror (the "Merger"). 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 the Issuer's common stock, par value $0.25 per share ("Common Stock"), that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $83.50 per share in cash, without interest and subject to any applicable withholding taxes (the "Merger Consideration").
- [F2]Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, these restricted stock units ("RSUs") were cancelled and converted into the right to receive an amount in cash, without interest, equal to the sum of the product of the number of shares of Common Stock issuable pursuant to such RSUs and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such RSUs.
- [F3]Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, these RSUs were cancelled and converted into the contractual right of the Reporting Person to receive a payment in an amount of cash (without interest and subject to applicable tax withholdings) equal to the sum of the per share Merger Consideration multiplied by the total number of shares of Common Stock issuable pursuant to such RSUs as of immediately prior to the Effective Time plus all dividend equivalents accrued or credited with respect to such RSUs (each, a "Converted RSU Cash Award"). Each Converted RSU Cash Retention Award will generally be subject to the same terms and conditions as applied to such RSUs immediately prior to the Effective Time and will become payable in accordance with the original vesting schedule applicable to the corresponding RSUs or, if earlier, upon a qualifying termination of employment.
- [F4]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") outstanding immediately prior to the Effective Time was deemed fully vested, based on the greater of target or actual level of performance, and was cancelled and converted into the right of the Reporting Person to receive an amount, in cash, without interest, equal to the sum of the product of such number of shares of Common Stock issuable pursuant to the PSU (based on the level of vesting described above) and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such PSU, subject to tax withholding.
- [F5]Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each option to purchase a share of Common Stock (an "Option") that was outstanding and unexercised as of immediately prior to the Effective Time was converted into the right of the Reporting Person to receive an amount, in cash, without interest, equal to the product of the total number of shares subject to such Option and the excess, if any, of the per share Merger Consideration over the exercise price per share of Common Stock underlying the Option.
Documents
Issuer
KELLANOVA
CIK 0000055067
Entity typeother
Related Parties
1- filerCIK 0001818817
Filing Metadata
- Form type
- 4
- Filed
- Dec 10, 7:00 PM ET
- Accepted
- Dec 11, 6:32 PM ET
- Size
- 20.6 KB