12/11/2025 | Press release | Distributed by Public on 12/11/2025 17:52
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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) | ||
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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 | ||||||||
| Phantom Stock Units | (6) | 12/11/2025 | D(6) | 23,574.065 | (6) | (6) | Common | 23,574.065 | $83.5 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Gund G Zachary 412 N. WELLS ST. CHICAGO, IL 60654 |
X | |||
| /s/ Todd W. Haigh, Attorney-in-fact | 12/11/2025 | |
| **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) | Pursuant to the Agreement and Plan of Merger, dated as of August 13, 2024, by and among the Issuer, Acquiror 10VB8, LLC ("Acquiror"), Merger Sub 10VB8, LLC ("Merger Sub"), and solely for the limited purposes set forth therein, Mars, Incorporated, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Acquiror (the "Merger"). At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.25 per share ("Common Stock"), that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $83.50 per share in cash, without interest and subject to any applicable withholding taxes (the "Merger Consideration"). |
| (2) | Includes shares acquired under the Company's Dividend Reinvestment Plan in 2025. |
| (3) | These shares are held in a trust for the benefit of certain members of the reporting person's family. A family member of the reporting person is the trustee. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
| (4) | These shares are held in a trust for the benefit of the reporting person and certain members of his family. The reporting person is one of several trustees and, in such capacity, may have voting and dispositive power over all such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
| (5) | These shares are held in family partnerships, the partners of which include a trust for the benefit of the reporting person. The reporting person serves as a manager of these partnerships and, in such capacity, may have voting and dispositive power over all such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
| (6) | At the Effective Time, each deferred stock unit (a "DSU") that was outstanding immediately prior to the Effective Time, by virtue of the Merger, ceased to be outstanding and was converted into the right of the reporting person to receive, at the time specified in the Kellanova Deferred Compensation Plan for Non-Employee Directors and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, an amount in cash, without interest, equal to the sum of the product of such number of shares of Common Stock underlying the DSU and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such DSU, subject to tax withholding. |