Legion Partners Asset Management SC 13D/A LANDEC / Legion Partners Asset Management ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Landec Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

514766104

(CUSIP Number)

CHRISTOPHER S. KIPER

LEGION PARTNERS ASSET MANAGEMENT, LLC

12121 Wilshire Blvd, Suite 1240

Los Angeles, CA 90025

(424) 253-1773

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 26, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see theNotes).

CUSIP NO. 514766104


	1	NAME OF REPORTING PERSON

			Legion Partners, L.P. I
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,266,828
PERSON WITH			9	SOLE DISPOSITIVE POWER

					0
			10	SHARED DISPOSITIVE POWER

					2,266,828
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			2,266,828
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			7.77%
	14	TYPE OF REPORTING PERSON

			PN

CUSIP NO. 514766104

NAME OF REPORTING PERSON

Legion Partners, L.P. II

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

114,465

PERSON WITH

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

114,465

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

114,465

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

CUSIP NO. 514766104


	1	NAME OF REPORTING PERSON

			Legion Partners, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,381,293
PERSON WITH			9	SOLE DISPOSITIVE POWER

					0
			10	SHARED DISPOSITIVE POWER

					2,381,293
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			2,381,293
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			8.17%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP NO. 514766104


	1	NAME OF REPORTING PERSON

			Legion Partners Asset Management, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,381,293
PERSON WITH			9	SOLE DISPOSITIVE POWER

					0
			10	SHARED DISPOSITIVE POWER

					2,381,293
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			2,381,293
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			8.17%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP NO. 514766104


	1	NAME OF REPORTING PERSON

			Legion Partners Holdings, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,381,493
PERSON WITH			9	SOLE DISPOSITIVE POWER

					0
			10	SHARED DISPOSITIVE POWER

					2,381,493
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			2,381,493
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			8.17%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP NO. 514766104


	1	NAME OF REPORTING PERSON

			Christopher S. Kiper
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,381,493
PERSON WITH			9	SOLE DISPOSITIVE POWER

					0
			10	SHARED DISPOSITIVE POWER

					2,381,493
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			2,381,493
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			8.17%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP NO. 514766104


	1	NAME OF REPORTING PERSON

			Raymond White
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,381,493
PERSON WITH			9	SOLE DISPOSITIVE POWER

					0
			10	SHARED DISPOSITIVE POWER

					2,381,493
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			2,381,493
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			8.17%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP NO. 514766104

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

The securities of the Issuer purchased by each of Legion Partners I, Legion Partners II and Legion Partners Holdings were purchased with the working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 2,266,828 Shares owned directly by Legion Partners I is approximately $23,074,228, including brokerage commissions. The aggregate purchase price of the 114,465 Shares owned directly by Legion Partners II is approximately $1,163,480, including brokerage commissions. The aggregate purchase price of the 200 Shares owned by Legion Partners Holdings is approximately $2,082, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 29,162,983 Shares outstanding as of December 27, 2019 as reported on the Issuer’s 10-Q filed with the SEC on January 2, 2020.

Legion Partners I

As of the close of business on March 30, 2020, Legion Partners I beneficially owned 2,266,828 Shares.

Percentage: Approximately 7.77%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,266,828
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,266,828

(c)

The transactions in the securities of the Issuer by Legion Partners I since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Legion Partners II

(a)

As of the close of business on March 30, 2020, Legion Partners II beneficially owned 114,465 Shares.

Percentage: Less than 1%

CUSIP NO. 514766104

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 114,465
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 114,465

(c)

The transactions in the securities of the Issuer by Legion Partners II since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Legion Partners, LLC

(a)

As the general partner of each of Legion Partners I and Legion Partners II, Legion Partners, LLC may be deemed the beneficial owner of Shares owned by Legion Partners I and Legion Partners II.

Percentage: Approximately 8.17%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,381,293
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,381,293

(c)

Legion Partners, LLC has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Legion Partners Asset Management

(a)

As of the close of business on March 30, 2020, Legion Partners Asset Management beneficially owned 2,381,293 Shares.

Percentage: Approximately 8.17%

CUSIP NO. 514766104

(b)

(c)

Legion Partners Asset Management has not entered into any transactions of the Issuer since the filing of of Amendment No. 1 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Legion Partners Holdings

(a)

Legion Partners Holdings, as the sole member of Legion Partners Asset Management and managing member of Legion Partners, LLC, may be deemed the beneficial owner of Shares owned by Legion Partners I and Legion Partners II.

Percentage: Approximately 8.17%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,381,493
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,381,493

(c)

Legion Partners Holdings has not entered into any transactions of the Issuer since the filing of of Amendment No. 1 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Messrs. Kiper and White

(a)

Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of Shares owned by Legion Partners I and Legion Partners II.

Percentage: Approximately 8.17%

(b)

(c)

Neither Mr. Kiper nor Mr. White has entered into any transactions of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 514766104

The filing of this Amendment No.2 shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and restated to read as follows:

On March 30, 2020 the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. The Joint Filing Agreement is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Joint Filing Agreement by and among Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper and Raymond White, dated March 30, 2020.

CUSIP NO. 514766104

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 30, 2020

Legion Partners, L.P. I

By:	Legion Partners Asset Management, LLC
	Investment Advisor

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners, L.P. II

By:	Legion Partners Asset Management LLC
	Investment Advisor

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners, LLC

By:	Legion Partners Holdings, LLC
	Managing Member

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Member

Legion Partners Asset Management, LLC

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

CUSIP NO. 514766104

Legion Partners Holdings, LLC

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Member



	/s/ Christopher S. Kiper
	Christopher S. Kiper


	/s/ Raymond White
	Raymond White

CUSIP NO. 514766104

SCHEDULE A

Transactions in the Shares Since Amendment No. 1 to the Schedule 13D

Nature of the
Transaction

Amount of Securities

Purchased / (Sold)

Price Per

Share($)

Date of

Purchase / Sale

Legion Partners, L.P. I

Purchase of Common Stock

21,178

$10.0047

03/04/2020

Purchase of Common Stock

24,563

$9.6934

03/05/2020

Purchase of Common Stock

2,940

$9.5974

03/06/2020

Purchase of Common Stock

27,977

$9.6705

03/06/2020

Purchase of Common Stock

15,310

$9.4006

03/09/2020

Purchase of Common Stock

14,795

$9.4913

03/10/2020

Purchase of Common Stock

15,784

$9.4657

03/11/2020

Purchase of Common Stock

27,152

$8.9898

03/12/2020

Purchase of Common Stock

25,241

$9.0754

03/13/2020

Purchase of Common Stock

20,798

$8.9005

03/16/2020

Purchase of Common Stock

13,048

$8.8711

03/17/2020

Purchase of Common Stock

54,498

$8.6802

03/18/2020

Purchase of Common Stock

9,454

$7.6922

03/25/2020

Purchase of Common Stock

10,115

$7.6431

03/26/2020

Legion Partners, L.P. II

Purchase of Common Stock

1,153

$10.0047

03/04/2020

Purchase of Common Stock

1,337

$9.6934

03/05/2020

Purchase of Common Stock

160

$9.5974

03/06/2020

Purchase of Common Stock

1,523

$9.6705

03/06/2020

Purchase of Common Stock

833

$9.4006

03/09/2020

Purchase of Common Stock

805

$9.4913

03/10/2020

Purchase of Common Stock

912

$9.4657

03/11/2020

Purchase of Common Stock

1,570

$8.9898

03/12/2020

Purchase of Common Stock

1,459

$9.0754

03/13/2020

Purchase of Common Stock

1,202

$8.9005

03/16/2020

Purchase of Common Stock

754

$8.8711

03/17/2020

Purchase of Common Stock	3,150	$8.6802	03/18/2020
Purchase of Common Stock	546	$7.6922	03/25/2020
Purchase of Common Stock	585	$7.6431	03/26/2020

Legion Partners Asset Management SC 13D/ALANDEC / Legion Partners Asset Management ownership change