UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Lamb Weston Holdings, Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
513272104
(CUSIP Number)
Michael Mayberry
General Counsel
Continental Grain Company
767 Fifth Avenue
New York, NY 10153
Tel. No.: (212) 207-2898
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 11, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 513272104 | SCHEDULE 13D | Page 2 of 9 pages |
| 1 | Name of Reporting Person
Continental Grain Company | ||
| 2 | Check the Appropriate Box if a Member of a Group
(a): x (b): ¨ | ||
| 3 | SEC Use Only
| ||
| 4 | Source of Funds (See Instructions)
WC | ||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | ||
| 6 | Citizenship or Place of Organization
Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
345,100 | |
| 8 | Shared Voting Power
0 | ||
| 9 | Sole Dispositive Power
345,100 | ||
| 10 | Shared Dispositive Power
0 | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
345,100 | ||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | ||
| 13 | Percent of Class Represented by Amount in Row (11)
Less than 1%(1) | ||
| 14 | Type of Reporting Person
CO | ||
(1) The percentages used herein are calculated based on 142,597,776 shares of common stock, $1.00 par value per share (the “Shares”) outstanding as of September 25, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on October 2, 2024 (the “Quarterly Report”).
| CUSIP No. 513272104 | SCHEDULE 13D | Page 3 of 9 pages |
| 1 | Name of Reporting Person
Paul J. Fribourg | ||
| 2 | Check the Appropriate Box if a Member of a Group
(a): x (b): ¨ | ||
| 3 | SEC Use Only
| ||
| 4 | Source of Funds (See Instructions)
AF, OO | ||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | ||
| 6 | Citizenship or Place of Organization
United States | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
345,100 | |
| 8 | Shared Voting Power
0 | ||
| 9 | Sole Dispositive Power
345,100 | ||
| 10 | Shared Dispositive Power
0 | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
345,100 | ||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | ||
| 13 | Percent of Class Represented by Amount in Row (11)
Less than 1%(1) | ||
| 14 | Type of Reporting Person
IN | ||
(1) The percentages used herein are calculated based on 142,597,776 Shares outstanding as of September 25, 2024, as disclosed in the Quarterly Report.
| CUSIP No. 513272104 | SCHEDULE 13D | Page 4 of 9 pages |
| 1 | Name of Reporting Person
Ari D. Gendason | ||
| 2 | Check the Appropriate Box if a Member of a Group
(a): x (b): ¨ | ||
| 3 | SEC Use Only
| ||
| 4 | Source of Funds (See Instructions)
PF | ||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | ||
| 6 | Citizenship or Place of Organization
United States | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
250 | |
| 8 | Shared Voting Power
0* | ||
| 9 | Sole Dispositive Power
250 | ||
| 10 | Shared Dispositive Power
0* | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
250 | ||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | ||
| 13 | Percent of Class Represented by Amount in Row (11)
Less than 1%(1) | ||
| 14 | Type of Reporting Person
IN | ||
(1) The percentages used herein are calculated based on 142,597,776 Shares outstanding as of September 25, 2024, as disclosed in the Quarterly Report.
* Ari D. Gendason is the Chief Investment Officer (“CIO”) of Continental Grain Company. In his capacity as CIO, Mr. Gendason possesses neither shared nor sole voting or dispositional control over the 345,100 Shares beneficially owned by Continental Grain Company. However, as the CIO of Continental Grain Company, there may be certain unforeseen circumstances affecting Continental Grain Company that could result in Mr. Gendason potentially influencing the sale and voting of the 345,100 Shares owned by Continental Grain Company. The Reporting Persons do not believe the occurrence of any such unforeseen circumstance to be probable. Mr. Gendason expressly disclaims any beneficial ownership of the 345,100 Shares beneficially owned by Continental Grain Company.