SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Miller Sharon L.

(Last)

(First)

(Middle)

599 S. RIVERSHORE LANE

(Street)

EAGLE

83616

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lamb Weston Holdings, Inc. [ LW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SENIOR VICE PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/29/2022		A		5,824⁽¹⁾	A	$0	66,944.6	D
Common Stock	07/30/2022		F		2,695⁽²⁾	D	$79.66	64,249.6	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$79.66	07/29/2022		A		44,787		⁽³⁾	07/29/2029	Common Stock	44,787	$0	44,787	D
Performance Shares⁽⁴⁾	$0⁽⁴⁾	07/29/2022		A		12,687		⁽⁴⁾	⁽⁴⁾	Common Stock	12,687	$0	12,687	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") that vest 33%, 33% and 34%, respectively, on each of the first three anniversaries of the date of grant,or earlier upon certain events. Each RSU represents a contingent right to receive one share of Lamb Weston Holdings, Inc. common stock upon settlement.

2. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of RSUs.

3. The stock options will become exercisable as to 33%, 33% and 34%, respectively, on each of the first three anniversaries of the date of grant.

4. Represents a performance share award that may be earned based on the increase in Lamb Weston Holding, Inc.'s stock price from the date of grant to the end of a three-year performance period ending May 25, 2025 above certain targeted levels. Each performance share represents a contingent right to receive one share of Lamb Weston Holdings, Inc. common stock upon settlement. The performance shares are shown at the target level, and the actual amount earned after completion of the performance period may range from 0% (for stock price appreciation of less than 25%) to 100% of the target level (for stock price appreciation equal to 50%) and up to 300% of the target level (for stock price appreciation equal to or greater than 75%), subject to an overall payment value limit equal to eight times the grant value of the award.

	/s/ Eryk J. Spytek, Attorney-in-Fact	08/02/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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