SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

LAND O LAKES INC

(Last)

(First)

(Middle)

4001 LEXINGTON AVENUE NORTH

(Street)

ARDEN HILLS

55112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLDEN OVAL EGGS LLC [ [NONE] ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Units	02/15/2008		C⁽¹⁾		697,350	A	$0⁽²⁾	697,350	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Unit	⁽²⁾	02/15/2008		C			$0⁽³⁾	06/30/2006	⁽³⁾	Class A Units	697,350	$0	0	D
Class B Unit Purchase Warrant (Right to Buy)	$0.01	02/15/2008		J⁽⁴⁾			$0⁽⁴⁾	07/01/2009	07/01/2011	Class B Units⁽⁵⁾	$0⁽⁶⁾	$0	0	D
Class A Convertible Preferred Unit Purchase Warrant	$0.01	02/15/2008		A		880,492		02/15/2008	02/15/2015	Class A Convertible Preferred Units	⁽⁷⁾	⁽⁷⁾	1⁽⁷⁾	D

Explanation of Responses:

1. The reporting person exercised its right to convert each of its Class B Units into a Class A Unit.

2. The Class B Units were convertible one-for-one into Class A Units for no additional consideration.

3. None.

4. The reporting person agreed, pursuant to that certain Amendment to Asset Purchase Agreement, to cancel the Class B Unit Purchase Warrant, effective as of February 15, 2008.

5. Each Class B Unit is convertible into a Class A Unit.

6. Upon exercise of the Class B Unit Purchase Warrant, the reporting person could have acquired up to ten percent (10%) of all issued and outstanding units of the issuer (including as outstanding units for purposes of the Class B Unit Purchase Warrant any Units issuable upon exercise or conversion of the Class B Unit Purchase Warrant or of any other warrants, rights, options or securities then exercisable or convertible), but only in the event any amounts would have remained due and owing to the reporting person under that certain Subordinated Note, as of the July 1, 2009.

7. The Issuer, pursuant to that certain Amendment to Asset Purchase Agreement, dated as of February 15, 2008, granted to the reporting person the right to acquire 880,492 Class A Convertible Preferred Units, or such number of Class A Convertible Preferred Units equal to the aggregate number of Units, other than Class A Convertible Preferred Units, outstanding on the date of conversion, divided by the aggregate number of Class A Common Units, other than Class A Convertible Preferred Units, outstanding as of February 15, 2008. The exercise price per Unit is equal to $0.01.

	Daniel Knutson - Senior Vice President and Chief Financial Officer	02/20/2008
	** 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.