0001193805-23-000038.txt : 20230111
0001193805-23-000038.hdr.sgml : 20230111
20230111213116
ACCESSION NUMBER: 0001193805-23-000038
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230109
FILED AS OF DATE: 20230111
DATE AS OF CHANGE: 20230111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Legion Partners, L.P. I
CENTRAL INDEX KEY: 0001595909
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-27446
FILM NUMBER: 23524776
BUSINESS ADDRESS:
STREET 1: 12121 WILSHIRE BLVD.
STREET 2: SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 424.253.1774
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD.
STREET 2: SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kiper Christopher S
CENTRAL INDEX KEY: 0001432744
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-27446
FILM NUMBER: 23524778
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD, SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Legion Partners Asset Management, LLC
CENTRAL INDEX KEY: 0001560207
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-27446
FILM NUMBER: 23524777
BUSINESS ADDRESS:
STREET 1: 12121 WILSHIRE BLVD., SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 424-253-1774
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD., SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: White Raymond T.
CENTRAL INDEX KEY: 0001682494
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-27446
FILM NUMBER: 23524772
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD.
STREET 2: SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Legion Partners, L.P. II
CENTRAL INDEX KEY: 0001618783
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-27446
FILM NUMBER: 23524775
BUSINESS ADDRESS:
STREET 1: 12121 WILSHIRE BLVD.
STREET 2: SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 424.253.1774
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD.
STREET 2: SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
FORMER NAME:
FORMER CONFORMED NAME: Legion Partners L.P. II
DATE OF NAME CHANGE: 20140905
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Legion Partners Holdings, LLC
CENTRAL INDEX KEY: 0001682389
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-27446
FILM NUMBER: 23524773
BUSINESS ADDRESS:
STREET 1: 12121 WILSHIRE BLVD., SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 424-253-1774
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD., SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Legion Partners, LLC
CENTRAL INDEX KEY: 0001682390
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-27446
FILM NUMBER: 23524774
BUSINESS ADDRESS:
STREET 1: 12121 WILSHIRE BLVD., SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 424-253-1774
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD., SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: LIFECORE BIOMEDICAL, INC. \DE\
CENTRAL INDEX KEY: 0001005286
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 943025618
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0528
BUSINESS ADDRESS:
STREET 1: 3515 LYMAN BOULEVARD
CITY: CHASKA
STATE: MN
ZIP: 55318
BUSINESS PHONE: 9523684300
MAIL ADDRESS:
STREET 1: 3515 LYMAN BOULEVARD
CITY: CHASKA
STATE: MN
ZIP: 55318
FORMER COMPANY:
FORMER CONFORMED NAME: LANDEC CORP \CA\
DATE OF NAME CHANGE: 19951222
4
1
e618196_4-lfcr.xml
X0306
4
2023-01-09
0
0001005286
LIFECORE BIOMEDICAL, INC. \DE\
LFCR
0001432744
Kiper Christopher S
12121 WILSHIRE BLVD, SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
0001560207
Legion Partners Asset Management, LLC
12121 WILSHIRE BLVD., SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
0001595909
Legion Partners, L.P. I
12121 WILSHIRE BLVD.
SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
0001618783
Legion Partners, L.P. II
12121 WILSHIRE BLVD.
SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
0001682390
Legion Partners, LLC
12121 WILSHIRE BLVD., SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
0001682389
Legion Partners Holdings, LLC
12121 WILSHIRE BLVD., SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
0001682494
White Raymond T.
12121 WILSHIRE BLVD.
SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
Common Stock
2023-01-09
4
A
0
5906
A
5906
D
Common Stock
2772956
I
By: Legion Partners, L.P. I
Common Stock
167184
I
By: Legion Partners, L.P. II
Common Stock
200
I
By: Legion Partners Holdings, LLC
This Form 4 is filed jointly by Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC, Christopher S. Kiper and Raymond White (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The restricted stock units convert into common stock of Lifecore Biomedical, Inc. (the "Issuer") on a 1 for 1 basis.
The restricted stock units will vest on the 1st anniversary of the grant date and will be automatically settled in shares of common stock.
Mr. Kiper serves on the Board of the Issuer as a representative of Legion Partners Asset Management and its affiliates. Mr. Kiper does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position, except to the extent of his role as a Managing Director of Legion Partners Asset Management. Legion Partners Asset Management is entitled to receive all of the economic interest in securities granted to Mr. Kiper by the Issuer in respect of Mr. Kiper's Board position. Mr. Kiper disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Kiper had any economic interest in such securities except any indirect economic interest through Legion Partners Asset Management and its affiliates, entities in which Mr. Kiper has a controlling interest and investment control.
The securities described in footnotes (2) and (3) represent securities in which Legion Partners Asset Management has all of the direct economic interest. Legion Partners Holdings is the sole member of Legion Partners Asset Management and each of Messrs. Kiper and White are Managing Directors of Legion Partners Asset Management. As a result of these relationships, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Asset Management.
Securities owned directly by Legion Partners I. General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners I.
Securities owned directly by Legion Partners II. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners II.
Securities owned directly by Legion Partners Holdings. As managing members of Legion Partners Holdings, Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Holdings.
Christopher S. Kiper, a Managing Director of Legion Partners Asset Management, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Kiper) may be deemed a director by deputization by virtue of Mr. Kiper's representation on the Board of the Issuer.
/s/ Christopher S. Kiper
2023-01-11
Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member
2023-01-11
Legion Partners, L.P. I, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member
2023-01-11
Legion Partners, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member
2023-01-11
Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Christopher S. Kiper, Managing Member
2023-01-11
Legion Partners Holdings, LLC, By: /s/ Christopher S. Kiper, Managing Member
2023-01-11
/s/ Raymond White
2023-01-11