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SEC Form SC 13G filed by Northern Trust Corporation

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SC 13G 1 WK_Kellogg-S13G-Orig-2023-10.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) WK Kellogg Company (Name of Issuer) Common Stock $0.0001 par value per share (Title of Class of Securities) 92942W107 (CUSIP Number) Oct 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: X Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) ------------------------------------------------------------------ CUSIP 92942W107 Page 2 of 6 Pages 1 Names of Reporting Persons S.S. or I.R.S. Identification No. of above person Northern Trust Corporation 36-2723087 The Northern Trust Company 36-1561860 2 Check the appropriate box if a member of a group Not Applicable (a) [ ] (b) [ ] 3 S.E.C. use only 4 Citizenship or place of organization Northern Trust Corporation - a Delaware corporation Number of Shares Beneficially owned by Each Reporting Person with 5 Sole Voting Power 104,182 6 Shared Voting Power 13,879,747 7 Sole Dispositive Power 399,499 8 Shared Dispositive Power 13,581,786 9 Aggregate amount beneficially owned by each reporting person 13,988,125 10 Check box if the aggregate amount in Row (9) excludes certain shares. 11 Percent of class represented by amount in Row 9 16.3 12 Type of reporting person Northern Trust Corporation HC The Northern Trust Company BK ------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Check the following box if a fee is being paid with statement [ ]. 1. (a) WK Kellogg Company (Name of Issuer) (b) One Kellogg Sq, Battle Creek MI 49016-3599 (Address of Issuer's Principal Executive Office) 2. (a) Northern Trust Corporation (Name of Person Filing) (b) 50 South LaSalle Street, Chicago, Illinois 60603 (Address of Person Filing) (c) Delaware Corporation (Citizenship) (d) Common Stock,$0.0001 par value per share (Title of Class of Securities) (e) 92942W107 (CUSIP Number) 3. This statement is being filed by Northern Trust Corporation as a Parent Holding Company in accordance with S240.13d-1(b) (1) (ii) (G). 4. (a) 13,988,125 (Amount Beneficially Owned) (b) 16.3 (Percent of Class) (c) Number of shares as to which such person has: (i) 104,182 (Sole Power to Vote or to Direct the Vote) (ii) 13,879,747 (Shared Power to Vote or to Direct the Vote) (iii) 399,499 (Sole Power to Dispose or Direct Disposition) (iv) 13,581,786 (Shared Power to Dispose or Direct Disposition) 5. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: [ ] 6. Statement regarding ownership of 5 percent or more on behalf of another person: The securities are beneficially owned by Northern Trust Corporation and its subsidiaries, such as The Northern Trust Company, in their various fiduciary capacities. 7. Parent Holding Company reporting on behalf of the following subsidiaries, all of which are banks as defined in Section 3(a) (6) of the Act: The Northern Trust Company 50 South LaSalle Street Chicago, IL 60603 8. Identification and Classification of Members of the Group. Not Applicable. 9. Notice of Dissolution of Group. Not Applicable. 10. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. NORTHERN TRUST CORPORATION ________________________________ By: Angelo Manioudakis As its Executive Vice President DATED: 11-07-2023 ----------------------------------------------------------------------------- EXHIBIT TO SCHEDULE 13G FILED BY NORTHERN TRUST CORPORATION Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549-1004 Attention: Filing Desk, Stop 1-4 RE: WK Kellogg Company Pursuant to the requirement of 240.13d-1(k) (1) (iii), this exhibit shall constitute our written agreement that the Schedule 13G to which this exhibit is attached is filed on behalf of Northern Trust Corporation and of its subsidiary(ies), as stated below, regarding our respective beneficial ownership in the above-captioned equity security. NORTHERN TRUST CORPORATION _________________________________ By: Angelo Manioudakis As its Executive Vice President DATED: 11-07-2023 THE NORTHERN TRUST COMPANY ________________________________________ By: Angelo Manioudakis As its Executive Vice President
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