Sec Form 4 Filing - GRAY PETER L @ LANDS' END, INC. - 2021-03-25

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 GRAY PETER L 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, CAO and General Counsel (Last) (First) (Middle) 1 LANDS' END LANE 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2021 (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 03/25/2021 M 4,394 A $ 0 ( 1 ) 44,155 D Common Stock 03/25/2021 F 1,290 ( 2 ) D $ 25.47 42,865 D Common Stock 03/25/2021 A 12,670 ( 3 ) A $ 0 55,535 D Common Stock 03/25/2021 F 3,719 ( 2 ) D $ 25.47 51,816 D Common Stock 03/26/2021 M 5,709 A $ 0 ( 1 ) 57,525 D Common Stock 03/26/2021 F 1,676 ( 2 ) D $ 25.24 55,849 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 D ate (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 ) 03/25/2021 M 4,394 ( 4 ) ( 4 ) Common Stock 4,394 $ 0 53,732 D Restricted Stock Units $ 0 ( 1 ) 03/26/2021 M 5,709 ( 5 ) ( 5 ) Common Stock 5,709 $ 0 48,023 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GRAY PETER L 1 LANDS' END LANE DODGEVILLE, WI53595 EVP, CAO and General Counsel Signatures /s/ Peter L. Gray 03/29/2021 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 )Shares withheld by the issuer to satisfy reporting person's tax withholding obligation incurred in connection with the vesting of RSUs. ( 3 )Shares issued upon determination that performance criteria, related to performance-based RSUs awarded on March 26, 2018, had been met. ( 4 )This RSU award was granted on March 25, 2019, with vesting in three installments on March 25, 2020 (25%), March 25, 2021 (25%) and March 25, 2022 (50%). ( 5 )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%). ( 6 )Of the total number of RSUs, 5,684 RSUs will vest on May 8, 2021; 8,789 RSUs will vest on March 25, 2022; 7,694 RSUs will vest on March 19, 2022, and 15,389 RSUs will vest on March 19, 2023; 2,616 RSUs will vest on March 19, 2022, 2,617 RSUs will vest on March 19, 2023, and 5,234 RSUs will vest on March 19, 2024; subject in each case to the satisfaction of vesting conditions, including as applicable, continued employment or a continuous business relationship.

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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