Lamb Weston Holdings, Inc.
0.39%
557,000
1679273
513272104
Dec 15, 2024
Dec 18, 2024, 05:44 PM
Reporting Persons (3)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| CONTINENTAL GRAIN CO | CO | 0.39% | 557,000 | 557,000 | 0 |
| FRIBOURG PAUL J | Individual | 0.39% | 557,000 | 557,000 | 0 |
| Gendason Ari David | Individual | 0.00% | 450 | 450 | 0 |
Disclosure Items (5)
Common Stock, $1.00 par value
Lamb Weston Holdings, Inc.
599 S. RIVERSHORE LANE, EAGLE, ID, 83616
Item 3 is hereby supplemented to add the following paragraphs: Between November 11, 2024 and December 10, 2024, CGC purchased 211,900 Shares on the open market at an average price of $76.60 per Share, for a total of approximately $40,594,294.15, net of brokers fees and commissions. The funds for the purchase of such Shares were derived from the general working capital of CGC. Between November 21, 2024 and November 22, 2024, Mr. Gendason purchased 200 Shares on the open market at an average price of $75.69 per Share, for a total of approximately $15,237.00, net of brokers fees and commissions. The funds for the purchase of such Shares were derived from the personal funds of Mr. Gendason. No part of the purchase price for the Shares beneficially owned by CGC or Mr. Gendason was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.
Item 5 is hereby amended and restated as follows: The percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 142,597,776 Shares outstanding as of September 25, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended August 25, 2024 filed with the SEC on October 2, 2024 (the 'Quarterly Report'). As of the close of business on the date hereof, CGC may be deemed to beneficially own 557,000 Shares, representing approximately 0.39% of the Shares outstanding. As of the close of business on the date hereof, Mr. Fribourg may be deemed to beneficially own 557,000 Shares, representing approximately 0.39% of the Shares outstanding. As of the close of business on the date hereof, Mr. Gendason may be deemed to beneficially own 450 Shares, representing less than 0.01% of the Shares outstanding. In addition, as discussed in Item 6 of the Schedule 13D, the Reporting Persons, JANA and the Jana Individuals (as defined by Item 6 of the Schedule 13D) may be deemed to constitute a group for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'). In the aggregate, such group would beneficially own 7,846,295 Shares, representing approximately 5.5% of the outstanding Shares (calculated on the basis of 142,597,776 Shares outstanding as of September 25, 2024 as disclosed in the Quarterly Report). The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons or the executive officers and directors of CGC are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own The Reporting Persons further expressly disclaim any beneficial ownership of Shares beneficially owned by JANA and its affiliates and such Shares are not the subject of this Schedule 13D. The executive officers and directors of CGC identified in this Schedule 13D disclaim beneficial ownership over all of the Shares reported as owned by the Reporting Persons, except to the extent of their pecuniary interest therein, if any.
CGC has sole voting and dispositive power over 557,000 Shares. Mr. Fribourg has sole voting and dispositive power over 557,000 Shares. This amount does not include 15 Shares over which Mr. Fribourg does not have direct or indirect beneficial ownership. Such Shares are held in a trust for members of Mr. Fribourg's family in which Mr. Fribourg is one of three voting trustees. Mr. Gendason has sole voting and dispositive power over 450 Shares. Mr. Gendason is the Chief Investment Officer ('CIO') of CGC. In his capacity as CIO, Mr. Gendason possesses neither shared nor sole voting or dispositional control over the 557,000 Shares beneficially owned by CGC. However, as the CIO of CGC, there may be certain unforeseen circumstances affecting CGC that could result in Mr. Gendason potentially influencing the sale and voting of the 557,000 Shares owned by CGC. The Reporting Persons do not believe the occurrence of any such unforeseen circumstance to be probable. Mr. Gendason expressly disclaims any beneficial ownership of the 557,000 Shares beneficially owned by CGC.
Mr. Fribourg has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by CGC and Mr. Gendason during the past sixty (60) days are as set forth on Exhibit 99.A. All such transactions were effected in the open market through a broker.
No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by the Reporting Persons.
Not applicable.
Item 7 is hereby supplemented to add the following exhibit: 99.A - Transactions in Company Securities During the Past Sixty (60) Days. 99.3 - December 16, 2024 Letter, dated December 16, 2024.