Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
10 February 2024 - 8:32AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c), AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
(Amendment No. 11)*
Kellanova
(Name of Issuer)
Common Stock, $0.25 par value
(Title of Class of Securities)
487836108
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 487836108 |
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13G/A |
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Page
2
of 5 Pages |
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1 |
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NAMES OF REPORTING PERSONS
Gordon Gund |
2 |
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
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5 |
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SOLE VOTING POWER
19,950,843 |
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6 |
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SHARED VOTING POWER
191,869 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
191,869 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,142,712 |
10 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
11 |
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 5.9% |
12 |
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TYPE OF REPORTING PERSON (See
Instructions) IN (The filing of this statement should not be
construed as an admission that the reporting person is, for the purposes of Section 13(d) or Section 13(g) of the Securities and Exchange Act of 1934, the beneficial owner of all securities covered by this statement.) |
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CUSIP NO. 487836108 |
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13G/A |
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Page
3
of 5 Pages |
This Amendment No. 11 (Amendment No. 11) amends and supplements the Schedule 13G as
originally filed by Gordon Gund on March 6, 2013, the Amendment No. 1 filed on February 14, 2014, the Amendment No. 2 filed on February 12, 2015, the Amendment No. 3 filed on February 9, 2016, the Amendment
No. 4 filed on February 9, 2017, the Amendment No. 5 filed on February 8, 2018, the Amendment No. 6 filed on February 11, 2019, the Amendment No. 7 filed on February 7, 2020, the Amendment No. 8 filed on
February 11, 2021, the Amendment No. 9 filed on February 7, 2022 and the Amendment No. 10 filed on February 1, 2023 (as so amended, the Schedule 13G).
Item 1(a). |
Name of Issuer: |
Kellanova
Item 1(b). |
Address of Issuers Principal Executive Offices: |
412 N. Wells Street, Chicago, IL 60654
Item 2(a). |
Name of Person Filing: |
Gordon Gund
Item 2(b) |
Address of Principal Business Office: |
14 Nassau Street, Princeton, NJ 08542-4523
USA
Item 2(d) |
Title of Class of Securities |
Common Stock
487836108
Item 3. |
If this statement is filed pursuant to Secs. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not
Applicable
The following information relates to Gordon Gunds beneficial ownership and shared voting or dispositive authority over shares of Common
Stock as of December 31, 2023.
(a) Amount beneficially owned: 20,142,712.
(b) Percent of class: 5.9%
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CUSIP NO. 487836108 |
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13G/A |
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Page
4
of 5 Pages |
(c) Number of shares as to which Mr. Gund has:
(i) Sole power to vote or to direct the vote: 19,950,843.
(ii) Shared power to vote or to direct the vote: 191,869.
(iii) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of: 191,869.
Item 5. |
Ownership of Five Percent or Less of a Class. |
Not Applicable.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, these securities. Those persons whose interest relates to more than five percent of the class are:
KeyBank
National Association, as trustee of certain trusts
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
Not Applicable.
Item 8. |
Identification and Classification of Members of the Group |
Not Applicable.
Item 9. |
Notice of Dissolution of Group |
Not Applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under § 240.14a-11.
The filing of this
statement should not be construed as an admission that the reporting person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.
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CUSIP NO. 487836108 |
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13G/A |
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Page
5
of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 9, 2024
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/s/ Gordon Gund |
Name: Gordon Gund |
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Attention: |
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C.
1001). |
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