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