X0306 4 2016-12-14 0 0001679273 Lamb Weston Holdings, Inc. LW 0001642306 Werner Thomas P. C/O LAMB WESTON HOLDINGS, INC. 599 S. RIVERSHORE LANE EAGLE ID 83616 1 1 0 0 President Common Stock 2362 D Employee Stock Option (Right to Buy) 35.15 2016-12-14 4 A 0 72546 0.00 A 2026-12-13 Common Stock 72546 72546 D Restricted Stock Units 2016-12-14 4 A 0 24182 0.00 A Common Stock 24182 24182 D Employee Stock Option (Right to Buy) 23.52 2023-07-14 Common Stock 54756 54756 D Employee Stock Option (Right to Buy) 19.70 2024-07-13 Common Stock 90165 90165 D Employee Stock Option (Right to Buy) 26.61 2025-08-27 Common Stock 63461 63461 D Employee Stock Option (Right to Buy) 30.68 2026-07-10 Common Stock 61259 61259 D Restricted Stock Units Common Stock 31233 31233 D Restricted Stock Units Common Stock 10576 10576 D Restricted Stock Units Common Stock 16914 16914 D Restricted Stock Units Common Stock 10209 10209 D Performance Units Common Stock 15908 15908 D Performance Units Common Stock 21640 21640 D Performance Units Common Stock 19873 19873 D Represents 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. These 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. Each restricted stock unit represents a contingent right to receive one share of Lamb Weston common stock upon settlement. Restricted stock units vest on December 14, 2019, or earlier upon certain events. Grant 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. Grant 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. Grant 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. Grant 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. Grant 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. Restricted stock units vest on July 17, 2018, or earlier upon certain events. Restricted stock units vest on August 28, 2018, or earlier upon certain events. Restricted stock units vest on July 1, 2017, or earlier upon certain events. Restricted stock units vest on July 11, 2019, or earlier upon certain events. Grant 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. Performance units vest at the fiscal year end of 2017, plus accrued dividends. Performance units vest at the fiscal year end of 2018, plus accrued dividends. Performance units vest at the fiscal year end of 2019, plus accrued dividends. /s/ Eryk J. Spytek, as Attorney-in-Fact 2016-12-16