0001193805-23-000037.txt : 20230111 0001193805-23-000037.hdr.sgml : 20230111 20230111213032 ACCESSION NUMBER: 0001193805-23-000037 CONFORMED SUBMISSION TYPE: 3 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27446 FILM NUMBER: 23524767 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27446 FILM NUMBER: 23524769 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27446 FILM NUMBER: 23524768 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27446 FILM NUMBER: 23524770 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27446 FILM NUMBER: 23524766 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27446 FILM NUMBER: 23524771 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27446 FILM NUMBER: 23524765 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 3 1 e618195_3-lfcr.xml X0206 3 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 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 Series A Convertible Preferred Stock 7.00 Common Stock 1630572 I By: Legion Partners, L.P. I Series A Convertible Preferred Stock 7.00 Common Stock 155143 I By: Legion Partners, L.P. II Cash-Settled Total Return Swap 2026-08-03 Common Stock 471256 I By: Legion Partners, L.P. I Cash-Settled Total Return Swap 2026-08-03 Common Stock 105110 I By: Legion Partners, L.P. II This Form 3 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), 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. 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. The Series A Convertible Preferred Stock is convertible into common stock at an initial conversion price of $7.00 per share at any time at the election of the holder and is subject to certain adjustments pursuant to the Certificate of Designations of the Series A Convertible Preferred Stock. The Reporting Persons may not convert their Series A Convertible Preferred Stock into shares of common stock to the extent that the issuance of such shares would result in the Reporting Persons beneficially owning in the aggregate in excess of 9.99% of the then-outstanding common stock immediately after giving effect to such issuance. The Series A Convertible Preferred Stock does not have an expiration date. Certain of the Reporting Persons have entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution, which provide these Reporting Persons with economic exposure to an aggregate of 576,366 notional shares. The Swaps provide these Reporting Persons with economic results that are comparable to the economic results of ownership but do not provide these Reporting Persons the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swaps (the "Subject Shares"). The Reporting Persons do not have the right to convert the Swaps into shares of common stock at any time. The Reporting Persons expressly disclaim beneficial ownership of the Subject Shares except to the extent of his or its pecuniary interest therein. The Swaps referenced herein provide for various execution prices ranging from $9.7809 to $10.7501. The Reporting Persons undertake to provide to the Staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the execution prices of the Swaps at each separate price within the range. 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 its or his representation on the Board of Directors 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