LANDS' END, INC. — Director's Dealing 2015

Oct 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LANDS' END, INC. (LE)
CIK: 0000799288
Period of Report: 2015-10-01

Reporting Person: LAMPERT EDWARD S (10% Owner)
Reporting Person: ESL PARTNERS, L.P. (10% Owner)
Reporting Person: SPE I Partners, L.P. (10% Owner)
Reporting Person: SPE Master I, L.P. (10% Owner)
Reporting Person: RBS PARTNERS, L.P. (10% Owner)
Reporting Person: ESL INSTITUTIONAL PARTNERS, L.P. (10% Owner)
Reporting Person: RBS INVESTMENT MANAGEMENT, L.L.C. (10% Owner)
Reporting Person: CRK PARTNERS LLC (10% Owner)
Reporting Person: ESL INVESTMENTS, INC. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-01	Common Stock, par value $0.01 per share	P	131814	$26.8904	Acquired	9421337	Direct
2015-10-02	Common Stock, par value $0.01 per share	P	78886	$26.4973	Acquired	9500223	Direct
2015-10-02	Common Stock, par value $0.01 per share	J	3077	$0.00	Disposed	0	Indirect
2015-10-02	Common Stock, par value $0.01 per share	J	607	$0.00	Disposed	0	Indirect
2015-10-02	Common Stock, par value $0.01 per share	J	224	$0.00	Disposed	0	Indirect
2015-10-05	Common Stock, par value $0.01 per share	P	49726	$26.8186	Acquired	9551948	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	607	Indirect
Common Stock, par value $0.01 per share	6615280	Indirect
Common Stock, par value $0.01 per share	45156	Indirect
Common Stock, par value $0.01 per share	58156	Indirect

Footnotes

F1: This price represents the approximate weighted average price per share of common stock of Lands' End, Inc. (the "Issuer"), par value $0.01 per share ("Shares"), of purchases that were executed at prices ranging from $26.835 to $26.90 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the price per Share and the number of Shares purchased at each price.

F2: This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK LLC") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, SPE Master I, Institutional and CRK LLC are the direct beneficial owners of the securities covered by this statement.

F3: RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, both RBS and Institutional. ESL is the general partner of RBS, the sole member of CRK LLC and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CRK LLC and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.

F4: The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.

F5: The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

F6: This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $26.45 to $26.50 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the price per Share and the number of Shares purchased at each price.

F7: Represents Shares that were distributed by Institutional on a pro rata basis to its partners (the "Institutional Distribution"). As a result of the Institutional Distribution, Institutional will no longer be a reporting person.

F8: Represents Shares received by RBSIM from Institutional as a result of the Institutional Distribution. The acquisition of Shares by RBSIM in the Institutional Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Shares by RBSIM in the Institutional Distribution from Section 16 of the Exchange Act.

F9: Represents Shares that were distributed by RBSIM on a pro rata basis indirectly to Mr. Lampert (the "RBSIM Distribution").

F10: Represents Shares that were distributed by CRK LLC on a pro rata basis indirectly to Mr. Lampert (the "CRK Distribution" and, together with the Institutional Distribution and the RBSIM Distribution, the "Distributions"). As a result of the CRK Distribution, CRK LLC will no longer be a reporting person.

F11: This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $26.725 to $26.84 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the price per Share and the number of Shares purchased at each price.

F12: Includes Shares received by Mr. Lampert from Institutional, RBSIM and CRK LLC as a result of the Distributions. The acquisition of Shares by Mr. Lampert in the Distributions constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Shares by Mr. Lampert in the Institutional Distribution from Section 16 of the Exchange Act.

F13: Represents Shares directly beneficially owned by Partners.

F14: Represents Shares directly beneficially owned by SPE I.

F15: Represents Shares directly beneficially owned by SPE Master I.