Edgar Filing: Lamb Weston Holdings, Inc.

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CONAGRA BRANDS INC.

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	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

222 W. MERCHANDISE MART PLAZA, SUITE 1300

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2016

(Street)

CHICAGO, IL 60654

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/09/2016		J⁽¹⁾		146,046,395 ⁽²⁾	D	$ 0	0	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CONAGRA BRANDS INC. 222 W. MERCHANDISE MART PLAZA SUITE 1300 CHICAGO, IL 60654		X

Signatures

/s/ Colleen R. Batcheler		11/10/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	In connection with the spinoff (the "Spinoff") of Lamb Weston Holdings, Inc. (the "Company") by Conagra Brands, Inc. ("Conagra"), pursuant to the terms of Section 2.03 of the Separation and Distribution Agreement, dated November 8, 2016, between Conagra and the Company (the "Agreement"), Conagra effected the Distribution (as defined in the Agreement) on November 9, 2016, and caused to be distributed to each holder of record of Conagra common stock as of November 1, 2016, the record date (the "Record Date") for the Distribution, by means of a pro rata dividend of one share of common stock of the Company for every three shares of Conagra common stock held of record by such holder as of the record date.
(2)	In connection with the Spinoff, on November 9, 2016, the common stock of the Company split and Conagra received all shares of common stock of the Company outstanding as of the Record Date for its 100 shares of common stock held as of the Record Date, resulting in Conagra's ownership of approximately 146,046,295 additional shares of common stock of the Company.

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