Statement of Changes in Beneficial Ownership (4)
January 28 2020 - 4:20PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
GOOCH JAMES F |
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)
EVP, COO, CFO and Treasurer |
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(Last)
(First)
(Middle)
1 LANDS' END LANE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/27/2020 |
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(Street)
DODGEVILLE, WI 53595
(City)
(State)
(Zip)
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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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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 | 1/27/2020 | | M | | 7977 | A | $0.00 (1) | 42740 | D | |
| Common Stock | 1/27/2020 | | F | | 2607 (2) | D | $13.26 | 40133 | 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) | 1/27/2020 | | M | | | 7977 | (3) | (3) | Common Stock | 7977 | $0.00 | 38884 (4) | D | |
| Explanation of Responses: |
| (1) | Each Restricted Stock Unit ("RSU") represented a contingent right to receive one share of common stock upon satisfaction of the vesting conditions. |
| (2) | Represents shares surrendered to the issuer for payment of the reporting person's tax withholding obligation incurred in connection with the vesting of RSUs on January 27, 2020. |
| (3) | This RSU award was granted on January 27, 2016, with vesting in three installments on January 27, 2018 (25%), January 27, 2019 (25%) and January 27, 2020 (50%). |
| (4) | Of the total number of RSUs, 3,652 RSUs will vest on March 26, 2020; 7,307 will vest on March 26, 2021; 6,470 RSUs will vest on May 1, 2020; and 21,455 RSUs will vest in three annual installments on March 25, 2020 (25%), March 25, 2021 (25%) and March 25, 2022 (50%), subject in each case to the satisfaction of vesting conditions, including continued employment. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
GOOCH JAMES F
1 LANDS' END LANE
DODGEVILLE, WI 53595 |
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| EVP, COO, CFO and Treasurer |
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Signatures
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| /s/ James F. Gooch | | 1/28/2020 |
| **Signature of Reporting Person | Date |
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