Kellanova (NYSE: K) director exits as shares convert to $83.50 Mars cash deal
Rhea-AI Filing Summary
Kellanova director reported the cash-out of all remaining equity holdings following the company’s merger with a Mars affiliate. At the merger’s effective time, each share of Kellanova common stock was automatically cancelled and converted into the right to receive $83.50 per share in cash, subject to taxes. The reporting person disposed of 40,423.693 common shares held indirectly in a trust and 21,110.784 phantom stock units, both at a reference price of $83.5, leaving no beneficial ownership after the transaction. Deferred stock units were converted into a future cash right based on the same per-share merger consideration plus accrued dividend equivalents, consistent with the deferred compensation plan terms.
Positive
- None.
Negative
- None.
Insights
Director’s shares and deferred units are fully cashed out at $83.50 per share in the Mars buyout.
The report shows a Kellanova director’s equity being eliminated as part of the completed merger with Mars affiliates. Each common share was cancelled and converted into a cash right at $83.50 per share, so the 40,423.693 trust-held shares become a cash entitlement instead of ongoing ownership.
Deferred stock units also cease to exist and convert into a right to receive cash equal to the number of underlying shares multiplied by the same $83.50 consideration, plus dividend equivalents. Because this is tied to a change of control and the reporting person’s post-transaction holdings drop to zero, it reflects the clean exit of a non-employee director’s equity stake rather than routine trading.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Phantom Stock Units | 21,110.784 | $83.50 | $1.76M |
| Disposition | Common | 40,423.693 | $83.50 | $3.38M |
Footnotes (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"). Includes shares acquired under the Company's Dividend Reinvestment Plan in 2025. 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.
