Statement of Changes in Beneficial Ownership (4)
March 21 2023 - 4:14PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Rasmusen Sarah W. |
2. Issuer Name and Ticker or Trading Symbol
LANDS' END, INC.
[
LE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CHIEF INNOVATION OFFICER |
(Last)
(First)
(Middle)
1 LANDS' END LANE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/18/2023 |
(Street)
DODGEVILLE, WI 53595 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/18/2023 | | M | | 2996 | A | $0.00 (1) | 25884 | D | |
Common Stock | 3/18/2023 | | F | | 1118 (2) | D | $8.67 | 24766 | D | |
Common Stock | 3/19/2023 | | M | | 11474 | A | $0.00 (1) | 36240 | D | |
Common Stock | 3/19/2023 | | F | | 3815 (2) | D | $8.67 | 32425 | D | |
Common Stock | 3/19/2023 | | M | | 1951 | A | $0.00 (1) | 34376 | D | |
Common Stock | 3/19/2023 | | F | | 625 (2) | D | $8.67 | 33751 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | $0.00 (1) | 3/18/2023 | | M | | | 2996 | (3) | (3) | Common Stock | 2996 | $0.00 | 26316 | D | |
Restricted Stock Units | $0.00 (1) | 3/19/2023 | | M | | | 11474 | (4) | (4) | Common Stock | 11474 | $0.00 | 14842 | D | |
Restricted Stock Units | $0.00 (1) | 3/19/2023 | | M | | | 1951 | (5) | (5) | Common Stock | 1951 | $0.00 | 12891 (6) | D | |
Explanation of Responses: |
(1) | Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock upon satisfaction of the vesting conditions. |
(2) | Shares withheld by the issuer to satisfy reporting person's tax withholding obligation incurred in connection with the vesting of RSUs. |
(3) | This RSU award was granted on March 18, 2022, with vesting in three installments on March 18, 2023 (25%), March 18, 2024 (25%) and March 18, 2025 (50%). |
(4) | This RSU award was granted on March 19, 2020, with vesting in three installments on March 19, 2021 (25%), March 19, 2022 (25%) and March 19, 2023 (50%). |
(5) | This RSU award was granted on March 19, 2021, with vesting in three installments on March 19, 2022 (25%), March 19, 2023 (25%) and March 19, 2024 (50%). |
(6) | Of the total number of RSUs, 3,902 RSUs will vest on March 19, 2024; 2,996 RSUs will vest on March 18, 2024, and 5,993 RSUs will vest on March 18, 2025; subject in each case to the satisfaction of vesting conditions, including maintaining continued employment or a continuous business relationship. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Rasmusen Sarah W. 1 LANDS' END LANE DODGEVILLE, WI 53595 |
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| CHIEF INNOVATION OFFICER |
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Signatures
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/s/ Peter L. Gray as attorney-in-fact for Sarah W. Rasmusen | | 3/21/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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