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 *

Younes Steven J		 2. Issuer Name and Ticker or Trading Symbol

Lamb Weston Holdings, Inc. [ LW ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CHIEF HUMAN RESOURCES OFFICER
(Last)          (First)          (Middle)

C/O LAMB WESTON HOLDINGS, INC., 599 S. RIVERSHORE LANE		 3. Date of Earliest Transaction (MM/DD/YYYY)

7/29/2022
(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 7/29/2022  A  3012 (1)A$0 11030.8 D 
 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy) $79.66 7/29/2022  A   23166     (2)7/29/2029 Common Stock 23166 $0 23166 D 
 
Performance Shares (3)$0 (3)7/29/2022  A   6562     (3) (3)Common Stock 6562 $0 6562 D 
 
Explanation of Responses:
(1) Represents restricted stock units ("RSUs") that vest 33%, 33% and 34%, respectively, on each of the first three anniversaries of the date of grant,or earlier upon certain events. Each RSU represents a contingent right to receive one share of Lamb Weston Holdings, Inc. common stock upon settlement.
(2) The stock options will become exercisable as to 33%, 33% and 34%, respectively, on each of the first three anniversaries of the date of grant.
(3) Represents a performance share award that may be earned based on the increase in Lamb Weston Holding, Inc.'s stock price from the date of grant to the end of a three-year performance period ending May 25, 2025 above certain targeted levels. Each performance share represents a contingent right to receive one share of Lamb Weston Holdings, Inc. common stock upon settlement. The performance shares are shown at the target level, and the actual amount earned after completion of the performance period may range from 0% (for stock price appreciation of less than 25%) to 100% of the target level (for stock price appreciation equal to 50%) and up to 300% of the target level (for stock price appreciation equal to or greater than 75%), subject to an overall payment value limit equal to eight times the grant value of the award.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Younes Steven J
C/O LAMB WESTON HOLDINGS, INC.
599 S. RIVERSHORE LANE
EAGLE, ID 83616

CHIEF HUMAN RESOURCES OFFICER
Signatures
/s/ Eryk J. Spytek, Attorney-in-Fact8/2/2022
**Signature of Reporting PersonDate
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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