SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lance Rodrigo

(Last) (First) (Middle)
ONE KELLOGG SQUARE
P O BOX 3599

(Street)
BATTLE CREEK MI 49016-3599

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KELLANOVA [ K ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common 14,935(1) D
Common 69.258(1) I By 401(k) Profit Sharing Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 02/17/2026(3) 02/17/2026(3) Common 3,976 3,976(4) D
Restricted Stock Units (2) 02/18/2025(5) 02/18/2025(5) Common 4,259 4,259(4) D
Restricted Stock Units (2) 02/19/2024(6) 02/19/2024(6) Common 2,596 2,596(4) D
Stock Option $50.18(4) (7) 02/22/2029 Common 11,306 11,306(4) D
Stock Option $51.23(4) (8) 02/19/2031 Common 11,724 11,724(4) D
Stock Option $56.69(4) (9) 02/20/2025 Common 5,502 5,502(4) D
Stock Option $57.96(4) (10) 02/21/2030 Common 8,309 8,309(4) D
Stock Option $61.62(4) (11) 02/16/2028 Common 10,514 10,514(4) D
Stock Option $64.48(4) (12) 02/17/2027 Common 6,670 6,670(4) D
Stock Option $66.8(4) (13) 02/19/2026 Common 8,140 8,140(4) D
Explanation of Responses:
1. Excludes dividends reinvested after January 1, 2023.
2. Each restricted stock unit represents a contingent right to receive one share of Kellogg common stock.
3. The restricted stock units vest on February 17, 2026, the third anniversary of the grant date.
4. On October 2, 2023, Kellanova (f/k/a Kellogg Company) ("Kellanova") completed a prorata spinoff distribution ("Distribution") of all of its shares of WK Kellogg Co. In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of September 29, 2023 by and between Kellanova and WK Kellogg Co, equity awards held by the Reporting Person, and where applicable, exercise prices, were equitably adjusted.
5. The restricted stock units vest on February 18, 2025, the third anniversary of the grant date.
6. The restricted stock units vest on February 19, 2024, the third anniversary of the grant date.
7. The option vests in three equal annual installments beginning February 22, 2020.
8. The option vests in three equal annual installments beginning February 19, 2022.
9. The option vests in three equal annual installments beginning February 20, 2016.
10. The option vests in three equal annual installments beginning February 21, 2021.
11. The option vests in three equal annual installments beginning February 16, 2019.
12. The option vests in three equal annual installments beginning February 17, 2018.
13. The option vests in three equal annual installments beginning February 19, 2017.
John Min, Attorney-in-Fact 10/04/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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