LW Lamb Weston Holdings Inc

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                                                                                   
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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                       

1. Name and Address of Reporting Person * Werner Thomas P.	2. Issuer Name and Ticker or Trading Symbol Lamb Weston Holdings, Inc. [ LW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President and CEO
(Last)          (First)          (Middle) C/O LAMB WESTON HOLDINGS, INC., 599 S. RIVERSHORE LANE	3. Date of Earliest Transaction (MM/DD/YYYY) 4/12/2021
(Street) EAGLE, ID 83616 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	4/12/2021		M(1)		69500	A	$19.70	217781.1 (2)	D
Common Stock	4/12/2021		S(1)		39425	D	$78.93 (3)	178356.1	D
Common Stock	4/12/2021		S(1)		27907	D	$77.89 (4)	150449.1	D
Common Stock	4/12/2021		S(1)		2168	D	$77.34 (5)	148281.1	D
Common Stock								165303	I	By Revocable Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Options(Right to Buy)	$19.70	4/12/2021		M (1)			69500	(6)	7/13/2024	Common Stock	69500	$0	5921	D

Explanation of Responses:
(1)	The transactions reported in this Form 4 were effected pursuant to a pre-existing Rule 10b5-1 trading plan adopted by the reporting person.
(2)	Includes 405.02 additional shares acquired since the date of the reporting person's last report through a dividend reinvestment feature. Since the date of the reporitng person's last report, 165,303 shares were transferred into the reporting person's Revocable Trust.
(3)	Represents the weighted average price at which shares were sold. These shares were sold in multiple transactions at prices ranging from $78.42 to $79.40, inclusive. The reporting person undertakes to provide Lamb Weston Holdings, Inc., any security holder of Lamb Weston Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the range set forth above.
(4)	Represents the weighted average price at which shares were sold. These shares were sold in multiple transactions at prices ranging from $77.41 to $78.39, inclusive. The reporting person undertakes to provide Lamb Weston Holdings, Inc., any security holder of Lamb Weston Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the range set forth above.
(5)	Represents the weighted average price at which shares were sold. These shares were sold in multiple transactions at prices ranging from $77.24 to $77.40, inclusive. The reporting person undertakes to provide Lamb Weston Holdings, Inc., any security holder of Lamb Weston Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the range set forth above.
(6)	Options were converted in connection with Lamb Weston Holdings, Inc.'s spinoff from Conagra Brands, Inc. on November 9, 2016. The options are fully vested.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Werner Thomas P. C/O LAMB WESTON HOLDINGS, INC. 599 S. RIVERSHORE LANE EAGLE, ID 83616	X		President and CEO

Signatures
/s/ Eryk J. Spytek, as Attorney-in-Fact		4/13/2021
**Signature of Reporting Person		Date