SEC Form 4 · accession 0000899243-16-035786

Lamb Weston Holdings, Inc. · LW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Thomas P. Werner

Officer — President · Director

Period of report

Dec 14, 2016

Accepted (ET)

Dec 16, 2016 · 4:53 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001679273

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	holding	—	—		—	2,362	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F2	$35.15	Dec 14, 2016	A	72,546	A	—	Dec 13, 2026	Common Stock	72,546	72,546	D
Restricted Stock Units^F3,F4	—	Dec 14, 2016	A	24,182	A	—	—	Common Stock	24,182	24,182	D
Employee Stock Option (Right to Buy)^F5	$23.52	holding	—	—	—	—	Jul 14, 2023	Common Stock	54,756	54,756	D
Employee Stock Option (Right to Buy)^F6	$19.70	holding	—	—	—	—	Jul 13, 2024	Common Stock	90,165	90,165	D
Employee Stock Option (Right to Buy)^F7	$26.61	holding	—	—	—	—	Aug 27, 2025	Common Stock	63,461	63,461	D
Employee Stock Option (Right to Buy)^F8	$30.68	holding	—	—	—	—	Jul 10, 2026	Common Stock	61,259	61,259	D
Restricted Stock Units^F9,F3,F10	—	holding	—	—	—	—	—	Common Stock	31,233	31,233	D
Restricted Stock Units^F9,F3,F11	—	holding	—	—	—	—	—	Common Stock	10,576	10,576	D
Restricted Stock Units^F9,F3,F12	—	holding	—	—	—	—	—	Common Stock	16,914	16,914	D
Restricted Stock Units^F9,F3,F13	—	holding	—	—	—	—	—	Common Stock	10,209	10,209	D
Performance Units^F14,F15	—	holding	—	—	—	—	—	Common Stock	15,908	15,908	D
Performance Units^F14,F16	—	holding	—	—	—	—	—	Common Stock	21,640	21,640	D
Performance Units^F14,F17	—	holding	—	—	—	—	—	Common Stock	19,873	19,873	D

Explanation of responses

F1Represents shares of Lamb Weston Holdings, Inc. ("Lamb Weston") common stock received in connection with the pro-rata distribution of Lamb Weston common stock by Conagra Brands, Inc. ("Conagra") (the "Spinoff") and converted from Conagra common stock held by the Reporting Person as of the Spinoff. Exempt acquisitions under Rule 16a-9 are being shown on a voluntary basis in this row are estimated as of November 9, 2016 based on preliminary information regarding the Spinoff. Final amounts, if different, will be reported in a subsequent filing.
F10Restricted stock units vest on July 17, 2018, or earlier upon certain events.
F11Restricted stock units vest on August 28, 2018, or earlier upon certain events.
F12Restricted stock units vest on July 1, 2017, or earlier upon certain events.
F13Restricted stock units vest on July 11, 2019, or earlier upon certain events.
F14Grant of performance units received in connection with the Spinoff and converted from Conagra performance units held by the Reporting Person as of the Spinoff. Exempt acquisitions under Rule 16a-9 are being shown on a voluntary basis in this row.
F15Performance units vest at the fiscal year end of 2017, plus accrued dividends.
F16Performance units vest at the fiscal year end of 2018, plus accrued dividends.
F17Performance units vest at the fiscal year end of 2019, plus accrued dividends.
F2These stock options will become exercisable as to 33.33% on December 14, 2017, 33.33% on December 14, 2018 and 33.34% on December 14, 2019.
F3Each restricted stock unit represents a contingent right to receive one share of Lamb Weston common stock upon settlement.
F4Restricted stock units vest on December 14, 2019, or earlier upon certain events.
F5Grant of option to purchase 54,756 shares of Lamb Weston common stock, which is fully vested, was received in the Spinoff in exchange for an option held by the Reporting Person to purchase 34,908 shares of Conagra common stock for $36.89 per share, subject to the same terms and conditions as the original Conagra stock option. Exempt acquisitions under Rule 16a-9 are being shown on a voluntary basis in this row.
F6Grant of option to purchase 90,165 shares of Lamb Weston common stock, which will vest as follows: 33.33% on July 14, 2015, 33.33% on July 14, 2016 and 33.34% on July 14, 2017, was received in the Spinoff in exchange for an option held by the Reporting Person to purchase 57,482 shares of Conagra common stock for $30.89 per share, subject to the same terms and conditions as the original Conagra stock option. Exempt acquisitions under Rule 16a-9 are being shown on a voluntary basis in this row.
F7Grant of option to purchase 63,461 shares of Lamb Weston common stock, which will vest as follows: 33.33% on August 28, 2016, 33.33% on August 28, 2017 and 33.34% on August 28, 2017, was received in the Spinoff in exchange for an option held by the Reporting Person to purchase 40,458 shares of Conagra common stock for $41.73 per share, subject to the same terms and conditions as the original Conagra stock option. Exempt acquisitions under Rule 16a-9 are being shown on a voluntary basis in this row.
F8Grant of option to purchase 61,259 shares of Lamb Weston common stock, which will vest as follows: 33.33% on July 11, 2017, 33.33% on July 11, 2018 and 33.34% on July 11, 2019, was received in the Spinoff in exchange for an option held by the Reporting Person to purchase 39,054 shares of Conagra common stock for $48.11 per share, subject to the same terms and conditions as the original Conagra stock option. Exempt acquisitions under Rule 16a-9 are being shown on a voluntary basis in this row.
F9Grant of restricted stock units received in connection with the Spinoff and converted from Conagra restricted stock units held by the Reporting Person as of the Spinoff. Exempt acquisitions under Rule 16a-9 are being shown on a voluntary basis in this row.