Sec Form 4 Filing - Werner Thomas P. @ Lamb Weston Holdings, Inc. - 2016-12-14

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 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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1. Name and Address of Reporting Person Werner Thomas P. 2. Issuer Name and Ticker or Trading Symbol Lamb Weston Holdings, Inc. [ LW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O LAMB WESTON HOLDINGS, INC., 599 S. RIVERSHORE LANE 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2016 (Street) EAGLE, ID83616 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 2,362 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 35.15 12/14/2016 A 72,546 ( 2 ) 12/13/2026 Common Stock 72,546 $ 0 72,546 D Restricted Stock Units ( 3 ) 12/14/2016 A 24,182 ( 4 ) ( 4 ) Common Stock 24,182 $ 0 24,182 D Employee Stock Option (Right to Buy) $ 23.52 ( 5 ) 07/14/2023 Common Stock 54,756 54,756 ( 5 ) D Employee Stock Option (Right to Buy) $ 19.7 ( 6 ) 07/13/2024 Common Stock 90,165 90,165 ( 6 ) D Employee Stock Option (Right to Buy) $ 26.61 ( 7 ) 08/27/2025 Common Stock 63,461 63,461 ( 7 ) D Employee Stock Option (Right to Buy) $ 30.68 ( 8 ) 07/10/2026 Common Stock 61,259 61,259 ( 8 ) D Restricted Stock Units ( 3 ) ( 10 ) ( 10 ) Common Stock 31,233 31,233 ( 9 ) D Restricted Stock Units ( 3 ) ( 11 ) ( 11 ) Common Stock 10,576 10,576 ( 9 ) D Restricted Stock Units ( 3 ) ( 12 ) ( 12 ) Common Stock 16,914 16,914 ( 9 ) D Restricted Stock Units ( 3 ) ( 13 ) ( 13 ) Common Stock 10,209 10,209 ( 9 ) D Performance Units ( 14 ) ( 15 ) ( 15 ) Common Stock 15,908 15,908 ( 14 ) D Performance Units ( 14 ) ( 16 ) ( 16 ) Common Stock 21,640 21,640 ( 14 ) D Performance Units ( 14 ) ( 17 ) ( 17 ) Common Stock 19,873 19,873 ( 14 ) D
Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Werner Thomas P. C/O LAMB WESTON HOLDINGS, INC. 599 S. RIVERSHORE LANE EAGLE, ID83616 X President	Signatures /s/ Eryk J. Spytek, as Attorney-in-Fact 12/16/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )Each restricted stock unit represents a contingent right to receive one share of Lamb Weston common stock upon settlement. ( 4 )Restricted stock units vest on December 14, 2019, or earlier upon certain events. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )Restricted stock units vest on July 17, 2018, or earlier upon certain events. ( 11 )Restricted stock units vest on August 28, 2018, or earlier upon certain events. ( 12 )Restricted stock units vest on July 1, 2017, or earlier upon certain events. ( 13 )Restricted stock units vest on July 11, 2019, or earlier upon certain events. ( 14 )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. ( 15 )Performance units vest at the fiscal year end of 2017, plus accrued dividends. ( 16 )Performance units vest at the fiscal year end of 2018, plus accrued dividends. ( 17 )Performance units vest at the fiscal year end of 2019, plus accrued dividends.

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).

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