Lands' End, Incorporated
LANDS' END, INC. (Form: 4, Received: 07/21/2017 19:32:19)
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 *

LAMPERT EDWARD S
2. Issuer Name and Ticker or Trading Symbol

LANDS' END, INC. [ LE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1170 KANE CONCOURSE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

7/19/2017
(Street)

BAY HARBOR ISLANDS, FL 33154
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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, par value $0.01 per share   7/19/2017     P    75639   A $13.4642   (1) 12670941   D   (2) (3) (4) (5)  
Common Stock, par value $0.01 per share   7/20/2017     P    40400   A $13.4426   (6) 12711341   D   (2) (3) (4) (5)  
Common Stock, par value $0.01 per share   7/21/2017     P    12495   A $13.2871   (7) 12723836   D   (2) (3) (4) (5)  
Common Stock, par value $0.01 per share                  6049807   I   See Footnotes   (2) (3) (4) (5) (8)
Common Stock, par value $0.01 per share                  45156   I   See Footnotes   (2) (3) (4) (5) (9)
Common Stock, par value $0.01 per share                  58156   I   See Footnotes   (2) (3) (4) (5) (10)

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 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

Explanation of Responses:
(1)  This price represents the approximate weighted average price per share of common stock of Lands' End, Inc. (the "Issuer"), par value $0.01 per share ("Shares"), of purchases that were executed at prices ranging from $13.35 to $13.50 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the price per Share and the number of Shares purchased at each price.
(2)  This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I and SPE Master I are the direct beneficial owners of the securities covered by this statement.
(3)  RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.
(4)  The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
(5)  The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
(6)  This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $13.40 to $13.50 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the price per Share and the number of Shares purchased at each price.
(7)  This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $13.225 to $13.30 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the price per Share and the number of Shares purchased at each price.
(8)  Represents Shares directly beneficially owned by Partners.
(9)  Represents Shares directly beneficially owned by SPE I.
(10)  Represents Shares directly beneficially owned by SPE Master I.

Remarks:
Exhibit Index
Exhibit 99.1 - Joint Filer Information (filed herewith)
Exhibit 99.2 - Joint Filing Agreement (filed herewith)

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LAMPERT EDWARD S
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

X

ESL PARTNERS, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

X

SPE I Partners, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

X

SPE Master I, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

X

RBS PARTNERS, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

X

ESL INVESTMENTS, INC.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL 33154

X


Signatures
/s/ Edward S. Lampert 7/21/2017
** Signature of Reporting Person Date

ESL PARTNERS, L.P., By: RBS Partners, L.P. Its: General Partner, By: ESL Investments, Inc. Its: General Partner, By: /s/ Edward S. Lampert Title: Chief Executive Officer 7/21/2017
** Signature of Reporting Person Date

SPE I PARTNERS, LP, By: RBS Partners, L.P. Its: General Partner, By: ESL Investments, Inc. Its: General Partner, By: /s/ Edward S. Lampert Title: Chief Executive Officer 7/21/2017
** Signature of Reporting Person Date

SPE MASTER I, LP, By: RBS Partners, L.P. Its: General Partner, By: ESL Investments, Inc. Its: General Partner, By: /s/ Edward S. Lampert Title: Chief Executive Officer 7/21/2017
** Signature of Reporting Person Date

RBS PARTNERS, L.P., By: ESL Investments, Inc. Its: General Partner, By: /s/ Edward S. Lampert Title: Chief Executive Officer 7/21/2017
** Signature of Reporting Person Date

ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert Title: Chief Executive Officer 7/21/2017
** 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 control number.




                                                                    EXHIBIT 99.1

                            JOINT FILER INFORMATION

                           Other Reporting Person(s)

1.     ESL PARTNERS, L.P.

Item                                Information

Name:                               ESL Partners, L.P.

Address:                            1170 Kane Concourse, Suite 200, Bay Harbor
                                    Islands, FL 33154


Designated Filer:                   Edward S. Lampert

Date of Event Requiring             July 19, 2017
Statement (Month/Day/Year):


Issuer Name and Ticker or           Lands' End, Inc. [LE]
Trading Symbol:


Relationship of Reporting           10% Owner
Person(s) to Issuer:


If Amendment, Date Original         Not Applicable
Filed (Month/Day/Year):


Individual or Joint/Group Filing:   Form filed by More than One Reporting
                                    Person

Signature:                          By: RBS Partners, L.P.
                                    Its: General Partner

                                    By: ESL Investments, Inc.
                                    Its: General Partner

                                    By: /s/ Edward S. Lampert
                                    --------------------------
                                    Name: Edward S. Lampert
                                    Title: Chief Executive Officer
                                    Date: July 21, 2017





2.     SPE I PARTNERS, LP

Item                                Information

Name:                               SPE I Partners, LP

Address:                            1170 Kane Concourse, Suite 200, Bay Harbor
                                    Islands, FL 33154


Designated Filer:                   Edward S. Lampert

Date of Event Requiring             July 19, 2017
Statement (Month/Day/Year):


Issuer Name and Ticker or           Lands' End, Inc. [LE]
Trading Symbol:


Relationship of Reporting           10% Owner
Person(s) to Issuer:


If Amendment, Date Original         Not Applicable
Filed (Month/Day/Year):


Individual or Joint/Group Filing:   Form filed by More than One Reporting
                                    Person

Signature:                          By: RBS Partners, L.P.
                                    Its: General Partner

                                    By: ESL Investments, Inc.
                                    Its: General Partner

                                    By: /s/ Edward S. Lampert
                                    --------------------------
                                    Name: Edward S. Lampert
                                    Title: Chief Executive Officer
                                    Date: July 21, 2017





3.     SPE MASTER I, LP

Item                                Information

Name:                               SPE Master I, LP

Address:                            1170 Kane Concourse, Suite 200, Bay Harbor
                                    Islands, FL 33154


Designated Filer:                   Edward S. Lampert

Date of Event Requiring             July 19, 2017
Statement (Month/Day/Year):


Issuer Name and Ticker or           Lands' End, Inc. [LE]
Trading Symbol:


Relationship of Reporting           10% Owner
Person(s) to Issuer:


If Amendment, Date Original         Not Applicable
Filed (Month/Day/Year):


Individual or Joint/Group Filing:   Form filed by More than One Reporting
                                    Person

Signature:                          By: RBS Partners, L.P.
                                    Its: General Partner

                                    By: ESL Investments, Inc.
                                    Its: General Partner

                                    By: /s/ Edward S. Lampert
                                    --------------------------
                                    Name: Edward S. Lampert
                                    Title: Chief Executive Officer
                                    Date: July 21, 2017






4.     RBS PARTNERS, L.P.

Item                                Information

Name:                               RBS Partners, L.P.

Address:                            1170 Kane Concourse, Suite 200, Bay Harbor
                                    Islands, FL 33154


Designated Filer:                   Edward S. Lampert

Date of Event Requiring             July 19, 2017
Statement (Month/Day/Year):


Issuer Name and Ticker or           Lands' End, Inc. [LE]
Trading Symbol:


Relationship of Reporting           10% Owner
Person(s) to Issuer:


If Amendment, Date Original         Not Applicable
Filed (Month/Day/Year):


Individual or Joint/Group Filing:   Form filed by More than One Reporting
                                    Person

Signature:                          By: ESL Investments, Inc.
                                    Its: General Partner

                                    By: /s/ Edward S. Lampert
                                    --------------------------
                                    Name: Edward S. Lampert
                                    Title: Chief Executive Officer
                                    Date: July 21, 2017







5.     ESL INVESTMENTS, INC.

Item                                Information

Name:                               ESL Investments, Inc.

Address:                            1170 Kane Concourse, Suite 200, Bay Harbor
                                    Islands, FL 33154


Designated Filer:                   Edward S. Lampert

Date of Event Requiring             July 19, 2017
Statement (Month/Day/Year):


Issuer Name and Ticker or           Lands' End, Inc. [LE]
Trading Symbol:


Relationship of Reporting           10% Owner
Person(s) to Issuer:


If Amendment, Date Original         Not Applicable
Filed (Month/Day/Year):


Individual or Joint/Group Filing:   Form filed by More than One Reporting
                                    Person

Signature:                          By: /s/ Edward S. Lampert
                                    --------------------------
                                    Name: Edward S. Lampert
                                    Title: Chief Executive Officer
                                    Date: July 21, 2017









                                                                    EXHIBIT 99.2


                             JOINT FILING AGREEMENT

                                 July 21, 2017

     Pursuant to and in accordance with the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations thereunder, each
party hereto hereby agrees to the joint filing, on behalf of each of them, of
any filing required by such party under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission
(and, if such security is registered on a national securities exchange, also
with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.

     IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused
this agreement to be executed and effective as of the date set forth below.


Date: July 21, 2017                       EDWARD S. LAMPERT

                                          By: /s/ Edward S. Lampert
                                             -----------------------

                                          ESL PARTNERS, L.P.

                                          By: RBS Partners, L.P.
                                          Its: General Partner

                                          By: ESL Investments, Inc.
                                          Its: General Partner

                                          By: /s/ Edward S. Lampert
                                             -----------------------
                                          Name:  Edward S. Lampert
                                          Title: Chief Executive Officer

                                          SPE I PARTNERS, LP

                                          By: RBS Partners, L.P.
                                          Its: General Partner

                                          By: ESL Investments, Inc.
                                          Its: General Partner

                                          By: /s/ Edward S. Lampert
                                             -----------------------
                                          Name:  Edward S. Lampert
                                          Title: Chief Executive Officer

                                          SPE MASTER I, LP

                                          By: RBS Partners, L.P.
                                          Its: General Partner

                                          By: ESL Investments, Inc.
                                          Its: General Partner

                                          By: /s/ Edward S. Lampert
                                             -----------------------
                                          Name:  Edward S. Lampert
                                          Title: Chief Executive Officer

                                          RBS PARTNERS, L.P.

                                          By: ESL Investments, Inc.
                                          Its: General Partner

                                          By: /s/ Edward S. Lampert
                                             -----------------------
                                          Name:  Edward S. Lampert
                                          Title: Chief Executive Officer

                                          ESL INVESTMENTS, INC.

                                          By: /s/ Edward S. Lampert
                                             -----------------------
                                          Name:  Edward S. Lampert
                                          Title: Chief Executive Officer