Gray Peter L Form 4 LANDS' END / PETER L GRAY ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

GRAY PETER L

(Last) (First) (Middle)

1 LANDS' END LANE

(Street)

DODGEVILLE WI 53595

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LANDS' END, INC. [ LE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CAO and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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
Common Stock	03/19/2022		M		7,694	A	$0.00(1)	66,706	D
Common Stock	03/19/2022		F		2,321(2)	D	$20.65	64,385	D
Common Stock	03/19/2022		M		2,616	A	$0.00(1)	67,001	D
Common Stock	03/19/2022		F		786(2)	D	$20.65	66,215	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	03/18/2022		A		15,714		(3)	(3)	Common Stock	15,714	$0.00	58,053	D
Restricted Stock Units	$0.00(1)	03/19/2022		M			7,694	(4)	(4)	Common Stock	7,694	$0.00	50,359	D
Restricted Stock Units	$0.00(1)	03/19/2022		M			2,616	(5)	(5)	Common Stock	2,616	$0.00	47,743(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. These are time-based RSUs that will vest, subject to satisfaction of vesting conditions including a continuous business relationship, in three annual 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, 8,789 RSUs will vest on March 25, 2022; 15,389 RSUs will vest on March 19, 2023; 2,617 RSUs will vest on March 19, 2023, and 5,234 RSUs will vest on March 19, 2024; 3,928 RSUs will vest on March 18, 2023, 3,929 RSUs will vest on March 18, 2024, and 7,857 RSUs will vest on March 18, 2025; subject in each case to the satisfaction of vesting conditions, including as applicable, continued employment or a continuous business relationship.

Remarks:

	/s/ Peter L. Gray	03/22/2022
	** 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).
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