| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LANDS' END, INC. [ LE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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) | 04/01/2024 | A | 89,124 | (2) | (2) | Common Stock | 89,124 | $0 | 323,389(3) | D | ||||
| Performance Rights | (4) | 04/01/2024 | A | 44,562 | (4) | (5) | Common Stock | 44,562 | $0 | 44,562 | 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. These are time-based RSUs that will vest, subject to satisfaction of vesting conditions including a continuous business relationship, in three annual installments on April 1, 2025 (25%), April 1, 2026 (25%) and April 1, 2027 (50%). |
| 3. Of the total number of RSUs, 36,885 RSUs will vest on June 14, 2024, 36,885 RSUs will vest on June 14, 2025, and 73,770 RSUs will vest on June 14, 2026; 28,908 RSUs will vest on November 1, 2024 and 57,817 RSUs will vest on November 1, 2025; and 22,281 RSUs will vest on April 1, 2025, 22,281 RSUs will vest on April 1, 2026, and 44,562 RSUs will vest on April 1, 2027; subject in each case to the satisfaction of vesting conditions, including as applicable, maintaining continued employment or a continuous business relationship. |
| 4. Each performance right represents a contingent right to receive one share of issuer common stock subject to certification of performance following fiscal year 2026. The performance rights vest up to 100% of the listed target number of shares upon issuer common stock achieving a specified average per share closing stock price over a specified number of trading days, and subject to the satisfaction of other vesting conditions, including maintaining a continuous business relationship with the issuer through the payment date. |
| 5. No later than 90 days following the completion of the audit for issuer's fiscal year ending January 29, 2027, the Compensation Committee of the Board of Directors of the issuer shall determine achievement of performance goals in its sole discretion and the date upon which the Compensation Committee determines such performance shall be the applicable vesting date. |
| /s/ Peter L. Gray as attorney-in-fact for Andrew J. McLean | 04/03/2024 | |
| ** 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 Number. | ||