Sec Form 4 Filing - JURGENSEN WILLIAM G @ 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 JURGENSEN WILLIAM G 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 _____ Officer (give title below) _____ Other (specify below) (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 38,240 ( 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 Restricted Stock Units ( 2 ) 12/14/2016 A 2,465 ( 3 ) ( 3 ) Common Stock 2,465 $ 0 2,465 D Restricted Stock Units ( 2 ) ( 4 ) ( 4 ) Common Stock 4,875 4,875 ( 5 ) D Director Stock Options $ 16.47 ( 6 ) 09/26/2017 Common Stock 14,117 14,117 ( 6 ) D Director Stock Options $ 12.53 ( 7 ) 09/24/2018 Common Stock 14,117 14,117 ( 7 ) D Director Stock Options $ 13.69 ( 8 ) 09/24/2019 Common Stock 23,528 23,528 ( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JURGENSEN WILLIAM G C/O LAMB WESTON HOLDINGS, INC. 599 S. RIVERSHORE LANE EAGLE, ID83616 X 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 and 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 )Each restricted stock unit represents a contingent right to receive one share of Lamb Weston common stock upon settlement. ( 3 )Restricted stock units vest on December 14, 2017, or earlier upon certain events. ( 4 )Restricted stock units vest on May 30, 2017, or earlier upon certain events. ( 5 )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 beingshown on a voluntary basis in this row. ( 6 )Grant of option to purchase 14,117 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 9,000 shares of Conagra common stock for $25.82 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 14,117 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 9,000 shares of Conagra common stock for $19.65 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 23,528 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 15,000 shares of Conagra common stock for $21.47 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.

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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