Gund Gordon SC 13G WK Kellogg / GUND GORDON ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(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. )*

WK Kellogg Co

(Name of Issuer)

Common Stock par value $0.0001

(Title of Class of Securities)

92942W107

(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 person’s 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).

CUSIP NO. 92942W107 13G Page 2 of 5 Pages

1	NAMES OF REPORTING PERSONS  Gordon Gund
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)  (a) ☐  (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  United States of America

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER  4,980,864
	6	SHARED VOTING POWER  47,967
	7	SOLE DISPOSITIVE POWER  0
	8	SHARED DISPOSITIVE POWER  47,967

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  5,028,831
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  5.9%
12	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.)

CUSIP NO. 92942W107 13G Page 3 of 5 Pages

Item 1(a).	Name of Issuer:
	WK Kellogg Co.
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	One Kellogg Square, P.O. Box 3599, Battle Creek, MI 49016-3599
Item 2(a).	Name of Person Filing:
	Gordon Gund
Item 2(b)	Address of Principal Business Office:
	14 Nassau Street, Princeton, NJ 08542-4523
Item 2(c)	Citizenship:
	USA
Item 2(d)	Title of Class of Securities
	Common Stock par value, $0.0001 per share (“Common Stock”)
Item 2(e)	CUSIP No.:
	92942W107
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
Item 4.	Ownership
	The following information relates to Gordon Gund’s beneficial ownership and shared voting or dispositive authority over shares of Common Stock as of December 31, 2023. (a) Amount beneficially owned: 5,028,831. (b) Percent of class: 5.9% (c) Number of shares as to which Mr. Gund has: (i) Sole power to vote or to direct the vote: 4,980,864. (ii) Shared power to vote or to direct the vote: 47,967. (iii) Sole power to dispose or to direct the disposition of: 0.

CUSIP NO. 92942W107 13G Page 4 of 5 Pages

	(iv) Shared power to dispose or to direct the disposition of: 47,967.
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.
Item 10.	Certifications.
	Not Applicable.

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.

CUSIP NO. 92942W107 13G 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

/s/ Gordon Gund

Name: Gordon Gund

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).