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Filing Details

Accession Number:: 0000921895-24-002254
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-10-07 16:33:02
Reporting Period:: 2024-10-03

Accepted Time:: 2024-10-07 16:33:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1005286	Lifecore Biomedical Inc.	LFCR	Pharmaceutical Preparations (2834)	943025618

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1432744	S Christopher Kiper	12121 Wilshire Blvd, Suite 1240 Los Angeles CA 90025	Yes	No	Yes	No
1560207	Legion Partners Asset Management, Llc	12121 Wilshire Blvd., Suite 1240 Los Angeles CA 90025	Yes	No	Yes	No
1595909	Legion Partners, L.p. I	12121 Wilshire Blvd. Suite 1240 Los Angeles CA 90025	Yes	No	Yes	No
1618783	Legion Partners, L.p. Ii	12121 Wilshire Blvd. Suite 1240 Los Angeles CA 90025	Yes	No	Yes	No
1682389	Legion Partners Holdings, Llc	12121 Wilshire Blvd., Suite 1240 Los Angeles CA 90025	Yes	No	Yes	No
1682390	Legion Partners, Llc	12121 Wilshire Blvd., Suite 1240 Los Angeles CA 90025	Yes	No	Yes	No
1682494	T. Raymond White	12121 Wilshire Blvd. Suite 1240 Los Angeles CA 90025	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2024-10-03	1,311,312	$4.10	4,084,268	No	4	P	Indirect	By: Legion Partners, L.P. I
Common Stock	Acquisiton	2024-10-03	152,102	$4.10	319,286	No	4	P	Indirect	By: Legion Partners, L.P. II

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By: Legion Partners, L.P. I
No	4	P	Indirect	By: Legion Partners, L.P. II

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	200	Indirect	By: Legion Partners Holdings, LLC
Common Stock	58,069	Direct

Footnotes

This Form 4 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 of the Reporting Persons may be deemed to be a member of a Section 13(d) group that owns more than 10% of Lifecore Biomedical, Inc.'s (the "Issuer") outstanding shares of Common Stock. 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.
Pursuant to a securities purchase agreement between the Issuer, Legion Partners I, Legion Partners II and certain other unaffiliated investors (collectively, the "Purchasers"), the Issuer agreed to issue and sell to the Purchasers shares of Common Stock at a price of $4.10 per share.
These securities are restricted stock units of the Issuer ("RSUs") granted to Mr. Kiper, a member of the Issuer's Board of Directors (the "Board") in respect of his service on the Board. Mr. Kiper holds these RSUs for the benefit of Legion Partners Asset Management. Each RSU represents a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions. As of the date hereof, 28,069 RSUs have vested.
Mr. Kiper serves on the Board 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 held by Mr. Kiper as described in footnotes (3) and (4) are 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.