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.
Item 1(a). |
Name of Issuer: |
Kellanova, formerly known as Kellogg Company
Item 1(b). |
Address of Issuers Principal Executive Offices |
412 N. Wells Street
Chicago,
Illinois 60654
Item 2(a). |
Name of Persons Filing |
W.K. Kellogg Foundation Trust
W.K. Kellogg Foundation
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