WK Kellogg Co — Director's Dealing 2024

Jun 18, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WK Kellogg Co (KLG)
CIK: 0001959348
Period of Report: 2024-02-23

Reporting Person: Gund G Zachary (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-23	Common Stock	J	7660	—	Acquired	8574	Indirect
2024-02-23	Common Stock	J	52500	—	Disposed	352250	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-06-14	Deferred Stock Units	$	A	36.13	Acquired		Common Stock (36.13)	Direct
2024-06-17	Phantom Stock	$	A	151.27	Acquired		Common Stock (151.27)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27515	Direct
Common Stock	6218	Indirect
Common Stock	2300	Indirect

Footnotes

F1: Represents 52,500 shares of the common stock of the Issuer (Common Stock) distributed by a family partnership on a pro rata basis to its limited partners, including 7,660 shares to a trust held for the benefit of the Reporting Person and certain members of his family.

F2: 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.

F3: 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.

F4: These shares are held by a limited liability company that is owned by a trust for the benefit of certain members of the Reporting Person's family. A family member of the Reporting Person is the trustee of the trust, and the Reporting Person is the manager of the limited liability company. 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.

F5: Represents additional deferred stock units granted under the WK Kellogg Co 2023 Long-Term Incentive Plan in connection with the dividend paid on shares of the WK Kellogg Co common stock (Common Stock). Each deferred stock unit is the economic equivalent of one share of Common Stock. The deferred stock units are payable in shares of Common Stock, either in a lump sum or in ten annual installments, commencing on the date on which the service of the Reporting Person as a Director terminates.

F6: Represents shares of the WK Kellogg Co common stock acquired for the benefit of the Reporting Person under the WK Kellogg Co non-employee director compensation program in connection with a cash dividend paid on shares of the common stock. Each share of phantom stock is the economic equivalent of one share of the WK Kellogg Co common stock. The shares become distributable to the Reporting Person or their beneficiary only upon the Separation of Service (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) of the Reporting Person from the Issuer.