Sec Form 4 Filing - McCRACKEN BERNARD LOUIS III @ LANDS' END, INC. - 2019-03-25

Insider filing report for Changes in Beneficial Ownership
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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
McCRACKEN BERNARD LOUIS III
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)
VP, Controller and CAO
(Last) (First) (Middle)
1 LANDS END LANE
3. Date of Earliest Transaction (MM/DD/YY)
03/25/2019
(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 03/26/2019 M 810 A $ 0 ( 1 ) 1,414 D
Common Stock 03/26/2019 F 303 ( 2 ) D $ 15.89 1,111 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 ) 03/25/2019 A 4,656 ( 3 ) ( 3 ) Common Stock 4,656 $ 0 11,435 D
Restricted Stock Units $ 0 ( 1 ) 03/26/2019 M 810 ( 4 ) ( 4 ) Common Stock 810 $ 0 10,625 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McCRACKEN BERNARD LOUIS III
1 LANDS END LANE
DODGEVILLE, WI53595
VP, Controller and CAO
Signatures
/s/ Bernard L. McCracken 03/27/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Restricted Stock Unit ("RSU") represents 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 March 26, 2019.
( 3 )These are time-based RSUs that will vest, assuming continued employment, in three annual installments on March 25, 2020 (25%), March 25, 2021 (25%) and March 25, 2022 (50%).
( 4 )This RSU award was granted on March 26, 2018, with vesting in three installments on March 26, 2019 (25%), March 26, 2020 (25%) and March 26, 2021 (50%).
( 5 )Of the total number of RSUs, 810 RSUs will vest on March 26, 2020; 1,622 RSUs will vest on March 26, 2021; 712 RSUs will vest on May 1, 2019; 1,423 RSUs will vest on May 1, 2020; 1,402 RSUs will vest on May 2, 2019; and 4,656 RSUs will vest in three annual installments on March 25, 2020 (25%), March 25, 2021 (25%) and March 25, 2022 (50%), 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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