Legion Partners Form 4 LIFECORE BIOMEDICAL / Christopher S Kiper ownership change

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

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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^*

Kiper Christopher S

(Last) (First) (Middle)

12121 WILSHIRE BLVD, SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LIFECORE BIOMEDICAL, INC. \DE\ [ LFCR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	02/01/2023		A(4)		3,981(4)	A	(2)(3)	9,887(4)	D(4)(5)
Common Stock(1)								2,772,956	I	By: Legion Partners, L.P. I(6)
Common Stock(1)								167,184	I	By: Legion Partners, L.P. II(7)
Common Stock(1)								200	I	By: Legion Partners Holdings, LLC(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Kiper Christopher S

(Last) (First) (Middle)

12121 WILSHIRE BLVD, SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Legion Partners Asset Management, LLC

(Last) (First) (Middle)

12121 WILSHIRE BLVD., SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Legion Partners, L.P. I

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Legion Partners, L.P. II

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Legion Partners, LLC

(Last) (First) (Middle)

12121 WILSHIRE BLVD., SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Legion Partners Holdings, LLC

(Last) (First) (Middle)

12121 WILSHIRE BLVD., SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

White Raymond T.

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. The restricted stock units convert into common stock of Lifecore Biomedical, Inc. (the "Issuer") on a 1 for 1 basis.

3. The restricted stock units will vest on the 1st anniversary of the grant date and will be automatically settled in shares of common stock.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

Remarks:

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	02/02/2023
	Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member	02/02/2023
	Legion Partners, L.P. I, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member	02/02/2023
	Legion Partners, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member	02/02/2023
	Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Christopher S. Kiper, Managing Member	02/02/2023
	Legion Partners Holdings, LLC, By: /s/ Christopher S. Kiper, Managing Member	02/02/2023
	/s/ Raymond White	02/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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