4//SEC Filing
KELLOGG W K FOUNDATION 4
Accession 0001193125-25-317636
CIK 0000055067other
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 4:30 PM ET
Size
7.6 KB
Accession
0001193125-25-317636
Insider Transaction Report
Form 4
KELLOGG W K FOUNDATION TRUST
10% Owner
Transactions
- Sale
Common Stock
2025-12-11$83.50/sh−45,097,438$3,765,636,073→ 0 total
KELLOGG W K FOUNDATION
10% Owner
Transactions
- Sale
Common Stock
2025-12-11$83.50/sh−45,097,438$3,765,636,073→ 0 total
Footnotes (2)
- [F1]On December 11, 2025, pursuant to a certain Agreement and Plan of Merger, dated as of August 13, 2024, entered into by and among the Issuer, Acquiror 10VB8, LLC ("Acquiror"), Merger Sub 10VB8, LLC, a wholly owned subsidiary of Acquiror ("Merger Sub"), and, solely for the limited purposes specified in the Merger Agreement, Mars, Incorporated (the "Merger Agreement"), Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Acquiror (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive $83.50, in cash, without interest.
- [F2]These shares were owned by the W.K. Kellogg Foundation Trust (the "Trust") of which Steven A. Cahillane, La June Montgomery Tabron, Richard M. Tsoumas and The Northern Trust Company are Trustees with investment and voting power over the Issuer common stock held by the Trust, and the W.K. Kellogg Foundation is the sole beneficiary.
Documents
Issuer
KELLANOVA
CIK 0000055067
Entity typeother
IncorporatedMI
Related Parties
1- filerCIK 0001197916
Filing Metadata
- Form type
- 4
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 4:30 PM ET
- Size
- 7.6 KB