Sec Form 13G Filing - KELLOGG W K FOUNDATION TRUST filing for KELLANOVA (K) - 2024-02-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 47)*

Kellanova

(Name of Issuer)

Common Stock, $0.25 par value per share

(Title of Class of Securities)

487836108

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 487836108

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CUSIP No. 487836108

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CUSIP No. 487836108

This Schedule 13G is being filed as Amendment No. 47 to the Schedule 13G dated April 23, 1979 filed on behalf of Harris Trust and Savings Bank, Lyle C. Roll, Russell G. Mawby and William V. Bailey as trustees of the W.K. Kellogg Foundation Trust (the “Trust”) with respect to shares of common stock, $.25 par value per share, of Kellanova, formerly known as Kellogg Company (the “Shares”).

This Amendment No. 47 is being filed by the Trust on behalf of itself and W.K. Kellogg Foundation (the “Foundation”), as sole beneficiary of the Trust. Steven A. Cahillane, La June Montgomery Tabron and Richard M. Tsoumas are the three individual trustees of the Trust as of December 31, 2023.

A separate Schedule 13G is being filed by The Northern Trust Corporation, as parent holding company for The Northern Trust Company, the sole corporate trustee of the Trust.

Ramón Murguía left the office of the trustee of the Trust on November 14, 2023. On that date, Richard M. Tsoumas succeeded Mr. Murguía as a trustee of the Trust. Prior to this Amendment No. 47, each of the three individual trustees of the Trust filed jointly on Schedule 13G with the Trust and the Foundation, reporting shared beneficial ownership over the Shares held by the Trust. Starting with this Amendment No. 47, each of the individual trustees of the Trust will not report as beneficial owners of the Shares held by the Trust and each individual trustee disclaims beneficial ownership over the Shares held by the Trust. Such change in reporting reflects only a change in reporting approach and does not reflect any change in the operation of the Trust and the powers of the trustees thereunder.

Under the agreement governing the Trust, if a majority of the trustees of the Trust (which majority must include the corporate trustee) cannot agree on how to vote the Shares, the Foundation has the power to direct the voting of such stock. In addition, the Foundation has the power to approve successor trustees and to remove trustees of the Trust, subject to certain limitations. As such, the Foundation may be deemed to beneficially own the Shares held in the Trust for purposes of Section 13(d) of the Act.

As of December 31, 2023, the Trust and the Foundation beneficially own 53,087,038 Shares, or 15.5% of the Shares outstanding.

Kellanova, formerly known as Kellogg Company

412 N. Wells Street

Chicago, Illinois 60654

W.K. Kellogg Foundation Trust

W.K. Kellogg Foundation

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Common Stock, $.25 par value per share

487836108

Not Applicable. This statement is being filed pursuant to Rule 13d-1(d).

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

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* Based on 342,519,743 shares of the Issuer’s common shares outstanding as of October 28, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 8, 2023.

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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

See introductory note above.

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBITS