CONAGRA BRANDS INC. — Director's Dealing 2016

Nov 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lamb Weston Holdings, Inc. (LW)
CIK: 0001679273
Period of Report: 2016-11-09

Reporting Person: CONAGRA BRANDS INC. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-09	Common Stock	J	146046395	$0.00	Disposed	0	Direct

Footnotes

F1: In connection with the spinoff (the "Spinoff") of Lamb Weston Holdings, Inc. (the "Company") by Conagra Brands, Inc. ("Conagra"), pursuant to the terms of Section 2.03 of the Separation and Distribution Agreement, dated November 8, 2016, between Conagra and the Company (the "Agreement"), Conagra effected the Distribution (as defined in the Agreement) on November 9, 2016, and caused to be distributed to each holder of record of Conagra common stock as of November 1, 2016, the record date (the "Record Date") for the Distribution, by means of a pro rata dividend of one share of common stock of the Company for every three shares of Conagra common stock held of record by such holder as of the record date.

F2: In connection with the Spinoff, on November 9, 2016, the common stock of the Company split and Conagra received all shares of common stock of the Company outstanding as of the Record Date for its 100 shares of common stock held as of the Record Date, resulting in Conagra's ownership of approximately 146,046,295 additional shares of common stock of the Company.