13D Filings
Lamb Weston Holdings, Inc.
LW
Amendment
Ownership

5.00%

Total Shares

7,131,339

Issuer CIK

1679273

CUSIP

513272104

Event Date

Dec 23, 2024

Accepted

Dec 27, 2024, 08:30 AM

Reporting Persons (7)
NameType% of ClassAggregateSole VotingShared Voting
JANA PARTNERS MANAGEMENT, LP
Investment Adviser
5.00%7,131,3397,131,3390
DIANE DIETZ
Individual
0.10%73,88873,8880
JEFFERY DELAPP
Individual
0.00%4584580
BRADLEY ALFORD
Individual
0.00%19,23319,2330
JOHN P. GAINOR JR.
Individual
0.00%16,00016,0000
TIMOTHY R. MCLEVISH
Individual
0.00%40,50040,5000
JOSEPH E. SCALZO
Individual
0.00%7,8857,8850
Disclosure Items (6)

Security Title

Common Stock, par value $1.00 per share

Issuer Name

Lamb Weston Holdings, Inc.

Issuer Address

599 S. RIVERSHORE LANE, EAGLE, ID, 83616

Filing Persons

Item 2(a) is hereby amended and restated in its entirety as follows: This statement is filed by (i) JANA Partners Management, LP, a Delaware limited partnership ("JANA"), (ii) Bradley Alford ("Mr. Alford"), (iii) Jeffery DeLapp ("Mr. DeLapp"), (iv) Diane Dietz (whose legal name is Diane Dietz Suciu) ("Ms. Dietz"), (v) John P. Gainor Jr. ("Mr. Gainor"), (vi) Timothy R. McLevish ("Mr. McLevish"), and (vii) Joseph E. Scalzo ("Mr. Scalzo," together with (ii) through (vi), the "Nominees," and (i) through (vii) collectively, the "Reporting Persons"). JANA is a private money management firm which holds the Shares reported as beneficially owned by it in various accounts under its management and control. JANA Partners Management GP, LLC (the "JANA GP") is the general partner of JANA. Barry Rosenstein is the Founder of the GP and JANA (the "JANA Principal").

Principal Occupation

Item 2(c) is hereby amended and restated in its entirety as follows: The principal business of JANA and the JANA Principal is investing for accounts under their management. The principal business of the JANA GP is acting as the general partner of JANA. The principal business of each of: (i) Mr. Alford is serving as a corporate director and as an investor and advisor in the consumer sector after previously serving as the Chairman and CEO of Nestle USA, (ii) Mr. DeLapp is serving as Partner of Entrepreneurial Equity Partners ("e2p"), a private equity firm that invests in the food, consumer and packaging industry, after previously serving as President of McCain Food, North America, President of Lamb Weston and President/COO of The Bruss Company (a part of the Tyson Foods' Family), (iii) Ms. Dietz is serving as a corporate director and as an investor and advisor in the consumer sector after serving as President and CEO of Rodan & Fields, LLC, a premium skincare brand, and CMO of Safeway, Inc., a food and drug retailer, (iv) Mr. Gainor is serving as a corporate director after previously serving as President and CEO of International Dairy Queen Inc., (v) Mr. McLevish is serving as Managing Partner of Strategic Advisory Partners LLC, an investing and advisory business, and as a corporate director after previously serving as Executive Chairman of the board of the Issuer, as CFO of Kraft Foods Inc. and Kraft Foods Group, Inc., a packaged foods company, CFO of Carrier Global Corporation, an HVAC manufacturing company, and CFO at Walgreens Boots Alliance, Inc., a retail and drugstore company, and (vi) Mr. Scalzo is serving as a corporate director after serving as President and CEO of The Simply Good Foods Company and serving in numerous executive positions at various other consumer companies such as Dean Foods Company, The WhiteWave Foods Company and The Gillette Company.

Item 3 is hereby amended and supplemented by the addition of the following: The 458 Shares reported herein as beneficially owned by Mr. DeLapp were acquired at an aggregate purchase price of approximately $30 thousand.

Percentage of Class

Item 5(a) is hereby amended and restated in its entirety as follows: The percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 142,640,697 Shares outstanding as of December 13, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended November 24, 2024, filed with the SEC on December 20, 2024. As of the close of business on the date hereof, JANA may be deemed to beneficially own 7,131,339 Shares, representing approximately 5.0% of the Shares outstanding. As of the close of business on the date hereof, Mr. Alford may be deemed to beneficially own 19,233 Shares, representing less than 0.1% of the Shares outstanding. As of the close of business on the date hereof, Mr. DeLapp may be deemed to beneficially own 458 Shares, representing less than 0.1% of the Shares outstanding. As of the close of business on the date hereof, Ms. Dietz may be deemed to beneficially own 73,888 Shares, representing 0.1% of the Shares outstanding. As of the close of business on the date hereof, Mr. Gainor may be deemed to beneficially own 16,000 Shares, representing less than 0.1% of the Shares outstanding. As of the close of business on the date hereof, Mr. McLevish may be deemed to beneficially own 40,500 Shares, representing less than 0.1% of the Shares outstanding. As of the close of business on the date hereof, Mr. Scalzo may be deemed to beneficially own 7,885 Shares, representing less than 0.1% of the Shares outstanding. The Reporting Persons and Continental Grain Company, a Delaware corporation ("Continental Grain"), and certain of its related entities and persons (together with Continental Grain, the "Continental Grain Reporting Persons") may be deemed to be members of a "group" within the meaning of Section 13(d)(3) of the Exchange Act. The Continental Grain Reporting Persons are separately filing on Schedule 13D (the "Continental Grain 13D") with respect to their beneficial ownership of the Shares. Based on information and belief, the Continental Grain Reporting Persons may be deemed to beneficially own an aggregate of 880,052 Shares. Accordingly, in the aggregate, the Reporting Persons and the Continental Grain Reporting Persons may be deemed to beneficially own an aggregate of 8,169,355 Shares, representing approximately 5.7% of the Shares outstanding. Each of the Reporting Persons expressly disclaims beneficial ownership of the Shares beneficially owned by the other Reporting Persons and the Continental Grain Reporting Persons.

Number of Shares

Item 5(b) is hereby amended and restated in its entirety as follows: JANA has sole voting and dispositive power over 7,131,339 Shares, which power is exercised by the JANA Principal. Mr. Alford has sole voting and dispositive power over 19,233 Shares. Mr. DeLapp has sole voting and dispositive power over 458 Shares. Ms. Dietz has sole voting and dispositive power over 73,888 Shares. Mr. Gainor has sole voting and dispositive power over 16,000 Shares. Mr. McLevish has sole voting and dispositive power over 40,500 Shares. Mr. Scalzo has sole voting and dispositive power over 7,885 Shares.

Transactions

Item 5(c) is hereby amended and restated in its entirety as follows: On December 26, 2024, Mr. DeLapp purchased 458 Shares in the open market for $65.35 per share, excluding commissions. No other transactions in the Shares have been effected by the Reporting Persons since the filing of Amendment No. 2.

Item 6 is hereby amended and supplemented by the addition of the following: On December 24, 2024, Mr. DeLapp entered into a Nominee Agreement with JANA, substantially in the form attached as Exhibit 99.1 to the Original Schedule 13D.

Exhibit 99.2 of the Original 13D is hereby amended and restated in its entirety as follows: Exhibit 99.2: Joint Filing Agreement, dated December 27, 2024

Lamb Weston Holdings, Inc. — Schedule 13D | 13D Filings