Kellogg Form 3 KELLANOVA / Todd W Haigh ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Haigh Todd W

(Last)

(First)

(Middle)

ONE KELLOGG SQUARE

(Street)

BATTLE CREEK

49016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2024

3. Issuer Name and Ticker or Trading Symbol
KELLANOVA [ K ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Legal Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	21,724.7324	D
Common	344.764	I	By 401(k) Profit Sharing Plan
Common	100	I	Parent's IRA⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	02/18/2025⁽²⁾	02/18/2025⁽²⁾	Common	1,215.453	⁽³⁾	D
Restricted Stock Units	02/21/2025⁽⁴⁾	02/18/2025⁽⁴⁾	Common	5,105.112	⁽³⁾	D
Restricted Stock Units	08/15/2025⁽⁵⁾	08/15/2025⁽⁵⁾	Common	5,641.19	⁽³⁾	D
Restricted Stock Units	02/17/2026⁽⁶⁾	02/17/2026⁽⁶⁾	Common	1,246.38	⁽³⁾	D
Restricted Stock Units	02/16/2027⁽⁷⁾	02/16/2027⁽⁷⁾	Common	1,305.975	⁽³⁾	D
Stock Option	⁽⁸⁾	02/20/2025	Common	8,253	56.69	D
Stock Option	⁽⁹⁾	02/19/2026	Common	8,140	66.8	D
Stock Option	⁽¹⁰⁾	02/17/2027	Common	6,670	64.48	D
Stock Option	⁽¹¹⁾	02/16/2028	Common	7,235	61.62	D
Stock Option	⁽¹²⁾	02/22/2029	Common	8,592	50.18	D
Stock Option	⁽¹³⁾	02/21/2030	Common	5,585	57.96	D
Stock Option	⁽¹⁴⁾	02/19/2031	Common	5,743	51.23	D

Explanation of Responses:

1. Represents shares held in an IRA account of the reporting person's mother over which the reporting person has been granted power of attorney and with respect to which he is one of several beneficiaries. The reporting person disclaims beneficial ownership of these securities.

2. The restricted stock units vest on February 18, 2025, the third anniversary of the grant date.

3. Each restricted stock unit represents a contingent right to receive one share of Kellanova common stock.

4. The restricted stock units vest on February 21, 2025, the third anniversary of the grant date.

5. The restricted stock units vest on August 15, 2025, the third anniversary of the grant date.

6. The restricted stock units vest on February 17, 2026, the third anniversary of the grant date.

7. The restricted stock units vest on February 16, 2027, the third anniversary of the grant date.

8. The option vests in three equal annual installment beginning February 20, 2016.

9. The option vests in three equal annual installment beginning February 19, 2017.

10. The option vests in three equal annual installment beginning February 17, 2018.

11. The option vests in three equal annual installment beginning February 16, 2019.

12. The option vests in three equal annual installment beginning February 22, 2020.

13. The option vests in three equal annual installment beginning February 21, 2021.

14. The option vests in three equal annual installment beginning February 19, 2022.

Remarks:

	/s/ Todd W. Haigh	08/14/2024
	** 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 5 (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.

Kellogg (K) Form 3KELLANOVA / Todd W Haigh ownership change