Edgar Filing: Griffith Jerome

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Griffith Jerome

2. Issuer Name and Ticker or Trading Symbol
LANDS' END, INC. [LE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO and President

(Last)

(First)

(Middle)

1 LANDS' END LANE

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2019

(Street)

DODGEVILLE, WI 53595

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/06/2019		M		29,412	A	$ 0 ⁽¹⁾	29,412	D
Common Stock								130,963 ⁽²⁾	I	By Jerome Griffith Revocable Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0 ⁽¹⁾

03/06/2019

29,412

⁽³⁾

Common Stock

29,412

$ 0

136,042 ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Griffith Jerome 1 LANDS' END LANE DODGEVILLE, WI 53595	X		CEO and President

Signatures

/s/ Peter L. Gray as attorney-in-fact for Jerome S. Griffith		03/08/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each Restricted Stock Unit ("RSU") represented a contingent right to receive one share of common stock upon satisfaction of the vesting conditions.
(2)	The reporting person contributed 120,963 shares to the Jerome Griffith Revocable Trust on December 14, 2018 in a transaction that resulted in a change in the form of beneficial ownership from direct to indirect.
(3)	This RSU award was granted on March 6, 2017, with vesting in four installments on March 6, 2018 (25%), March 6, 2019, (25%) March 6, 2020 (25%) and March 6, 2021 (25%).
(4)	Of the total number of RSUs, 47,716 RSUs will vest in three annual installments on March 26, 2019 (25%), March 26, 2020 (25%) and March 26, 2021 (50%); 9,834 RSUs will vest on May 1, 2019; 19,669 RSUs will vest on May 1, 2020; 29,412 RSUs will vest on March 6, 2020; and 29,411 RSUs will vest on March 6, 2021; subject in each case to the satisfaction of vesting conditions, including continued employment.

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