| Item 1. | |
| (a) | Name of issuer:
Lifecore Biomedical, Inc. |
| (b) | Address of issuer's principal executive
offices:
3515 Lyman Boulevard Chaska, MN, 55318 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G (this "Statement" or this "Schedule 13G") is being filed by: (1) Greenhaven Road Investment Management, LP, a Delaware limited partnership (the "Investment Manager"); (2) MVM Funds, LLC, a New York limited liability company (the "General Partner"); (3) Scott Miller; (4) Greenhaven Road Capital Fund 1, L.P., a Delaware limited partnership ("Fund 1"); and (5) Greenhaven Road Capital Fund 2, L.P., a Delaware limited partnership ("Fund 2", and together with Fund 1, the "Funds") (all of the foregoing, collectively, the "Reporting Persons"). Each Fund is a private investment vehicle. The Funds directly beneficially own the Common Stock reported in this Statement. The Investment Manager is the investment manager of the Funds. The General Partner is the general partner of the Funds and the Investment Manager. Scott Miller is the controlling person of the General Partner. Scott Miller, the Investment Manager and the General Partner may be deemed to beneficially own the Common Stock directly beneficially owned by the Funds. Each Reporting Person disclaims beneficial ownership with respect to any shares other than the shares directly beneficially owned by such Reporting Person. |
| (b) | Address or principal business office or, if
none, residence:
The principal business office of the Reporting Persons is 8 Sound Shore Drive, Suite 190, Greenwich, CT 06830. |
| (c) | Citizenship:
For citizenship or place of organization see Item 4 of the cover page of each Reporting Person. |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share |
| (e) | CUSIP No.:
514766104 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Item 9 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on December 31, 2024, the Date of Event which requires the filing of this Schedule 13G. |
| (b) | Percent of class:
See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are based on 37,025,331 shares of Common Stock outstanding as of December 26, 2024, as reported by the Issuer in its Form 10-Q filed with the SEC on January 2, 2025. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Item 5 on the cover page for each Reporting Person.
|
| | (ii) Shared power to vote or to direct the
vote:
See Item 6 on the cover page for each Reporting Person.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
See Item 7 on the cover page for each Reporting Person.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
See Item 8 on the cover page for each Reporting Person.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)