Sec Form 4 Filing - GOOCH JAMES F @ LANDS' END, INC. - 2018-01-27

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 GOOCH JAMES F 2. Issuer Name and Ticker or Trading Symbol LANDS' END, INC. [ LE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, COO & CFO (Last) (First) (Middle) 1 LANDS' END LANE 3. Date of Earliest Transaction (MM/DD/YY) 01/27/2018 (Street) DODGEVILLE, WI53595 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 01/27/2018 M 3,988 A $ 0 ( 1 ) 8,440 D Common Stock 01/27/2018 F 1,951 ( 2 ) D $ 18.3 6,489 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 $ 0 ( 1 ) 01/27/2018 M 3,988 ( 3 ) ( 3 ) Common Stock 3,988 $ 0 45,268 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOOCH JAMES F 1 LANDS' END LANE DODGEVILLE, WI53595 EVP, COO & CFO Signatures /s/ James F. Gooch 01/30/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit ("RSU") represented a contingent right to receive one share of common stock upon satisfaction of the vesting conditions. ( 2 )Represents shares surrendered to the issuer for payment of the reporting person's tax withholding obligation incurred in connection with the vesting of RSUs on January 27, 2018. ( 3 )This RSU award was granted on January 27, 2016, with vesting in three installments on January 27, 2018 (25%), January 27, 2019 (25%) and January 27, 2020 (50%) ( 4 )Of the total number of RSUs, 12,940 vest in three annual installments on May 1, 2018 (25%), May 1, 2019 (25%) and May 1, 2020 (50%); 6,579 vest on May 1, 2018; 4,225 vest on December 19. 2018; 3,186 vest on May 2, 2018; 6,373 vest on May 2, 2019; 3,988 vest on January 27, 2019; and 7,977 vest on January 27, 2020 , subject in each case to the satisfaction of vesting conditions, including continued employment.

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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