09/30/2025 | Press release | Distributed by Public on 09/30/2025 15:04
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KELLOGG W K FOUNDATION TRUST ONE MICHIGAN AVENUE EAST BATTLE CREEK, MI 49017-4058 |
X | |||
KELLOGG W K FOUNDATION ONE MICHIGAN AVENUE EAST BATTLE CREEK, MI 49017-4058 |
X |
/s/ Craig R. Carberry, Associate General Counsel, The Northern Trust Company, as Corporate Trustee of the W.K. Kellogg Foundation Trust and signing for the W.K. Kellogg Foundation pursuant to a Power of Attorney dated August 30, 2017 | 09/30/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On September 26, 2025, Ferrero International S.A. ("Parent"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Frosty Merger Sub, Inc., a wholly-owned indirect subsidiary of Parent ("Merger Sub"), dated as of July 10, 2025 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned indirect subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) was automatically cancelled, extinguished and converted into the right to receive $23.00 per share in cash without interest thereon. |
(2) | 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 and the W.K. Kellogg Foundation is the sole beneficiary. |