Sec Form 4 Filing - Jones Gregory W @ Lamb Weston Holdings, Inc. - 2022-07-29

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 Jones Gregory W 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) VP AND CONTROLLER (Last) (First) (Middle) LAMB WESTON HOLDINGS, INC., 599 S. RIVERSHORE LANE 3. Date of Earliest Transaction (MM/DD/YY) 07/29/2022 (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 07/29/2022 A 1,129( 1 ) A $ 0 7,700.1 D Common Stock 07/30/2022 F 344( 2 ) D $ 79.66 7,356.1 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) $ 79.66 07/29/2022 A 2,895 ( 3 ) 07/29/2029 Common Stock 2,895 $ 0 2,895 D Performance Shares( 4 ) $ 0( 4 ) 07/29/2022 A 820 ( 4 ) ( 4 ) Common Stock 820 $ 0 820 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jones Gregory W LAMB WESTON HOLDINGS, INC. 599 S. RIVERSHORE LANE EAGLE, ID83616 VP AND CONTROLLER Signatures /s/ Eryk J. Spytek, Attorney-in-Fact 08/02/2022 Signature of Reporting Person Date

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.

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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