SCHEDULE 13D/A
0000902664-24-005888
0001998597
XXXXXXXX
LIVE
2
Common Stock, par value $1.00 per share
12/18/2024
false
0001679273
513272104
Lamb Weston Holdings, Inc.
599 S. RIVERSHORE LANE
EAGLE
ID
83616
Ele Klein & Adriana Schwartz
212-756-2000
Schulte Roth & Zabel LLP
919 Third Avenue
New York
NY
10022
0001998597
N
JANA PARTNERS MANAGEMENT, LP
a
AF
N
DE
7131339.00
0.00
7131339.00
0.00
7131339.00
N
5.0
IA
PN
0001490371
N
BRADLEY ALFORD
a
PF
N
X1
19233.00
0.00
19233.00
0.00
19233.00
N
0.0
IN
0001440622
N
DIANE DIETZ
a
PF
N
X1
73888.00
0.00
73888.00
0.00
73888.00
N
0.1
IN
0001666277
N
JOHN P. GAINOR JR.
a
PF
N
X1
16000.00
0.00
16000.00
0.00
16000.00
N
0.0
IN
0001215826
N
TIMOTHY R. MCLEVISH
a
PF
N
X1
40500.00
0.00
40500.00
0.00
40500.00
N
0.0
IN
0001203096
N
JOSEPH E. SCALZO
a
PF
N
X1
7885.00
0.00
7885.00
0.00
7885.00
N
0.0
IN
Common Stock, par value $1.00 per share
Lamb Weston Holdings, Inc.
599 S. RIVERSHORE LANE
EAGLE
ID
83616
This Amendment No. 2 ("Amendment No. 2") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on October 18, 2024 (the "Original Schedule 13D", as amended, the "Schedule 13D"), with respect to the shares of common stock, par value $1.00 per share (the "Shares"), of Lamb Weston Holdings, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 2 amends Items 3, 5(a)-(c), and 6 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.
The first sentence of Item 3 is hereby amended and restated as follows:
The 7,131,339 Shares reported herein as beneficially owned by JANA were acquired at an aggregate purchase price of approximately $433 million.
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, 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 850,600 Shares. Accordingly, in the aggregate, the Reporting Persons and the Continental Grain Reporting Persons may be deemed to beneficially own an aggregate of 8,139,445 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.
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. 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.
On December 18, 2024, JANA exercised options to purchase 3,230,400 Shares at a strike price of $30.00 per share. No other transactions in the Shares have been effected by the Reporting Persons since the filing of Amendment No. 1.
Item 6 is hereby amended to delete the second paragraph of Item 6 set forth in the Original 13D.
JANA PARTNERS MANAGEMENT, LP
/s/ Jennifer Fanjiang
12/20/2024
BRADLEY ALFORD
/s/ Bradley Alford
12/20/2024
DIANE DIETZ
/s/ Diane Dietz
12/20/2024
JOHN P. GAINOR JR.
/s/ John P. Gainor Jr.
12/20/2024
TIMOTHY R. MCLEVISH
/s/ Timothy R. McLevish
12/20/2024
JOSEPH E. SCALZO
/s/ Joseph E. Scalzo
12/20/2024