UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Amendment No. 2

 

Under the Securities Exchange Act of 1934

 

Landec Corporation


(Name of Issuer)

 

Common Stock, $0.001 par value


(Title of Class of Securities)

 

514766104


(CUSIP Number)

 

 

Wynnefield Partners Small Cap Value, L.P. I

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

 

 

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26th Floor

New York, New York 10019

(212) 541-6222

 

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 9, 2014


(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 which 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 o

 

 
 

CUSIP No. 514766104

 

13D Page 2 of 14

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value L.P. I 13-3953291

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

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

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

1,225,530 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

1,225,530 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,225,530 (See Item 5)

12

 

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

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.6%

14

 

TYPE OF REPORTING PERSON*

 

PN 

       

 

 

 
 

CUSIP No. 514766104

 

13D Page 3 of 14

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. 13-3688497

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC 

5

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

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

771,997 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

771,997 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

771,997 (See Item 5)

12

 

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

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.9%

14

 

TYPE OF REPORTING PERSON*

 

PN 

       

 

 
 

CUSIP No. 514766104

 

13D Page 4 of 14

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

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

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

564,672 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

564,672 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

564,672 (See Item 5)

12

 

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

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.1%

14

 

TYPE OF REPORTING PERSON*

 

CO 

       

  

 
 

CUSIP No. 514766104

 

13D Page 5 of 14

 

  

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. Profit Sharing Plan 13-3873998

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

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

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

87,801 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

87,801 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

87,801 (See Item 5)

12

 

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

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

.3%

14

 

TYPE OF REPORTING PERSON*

 

CO 

       

 

 
 

CUSIP No. 514766104

 

13D Page 6 of 14

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital Management, LLC 13-4018186

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

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

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

1,997,527 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

1,997,527 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,997,527 (See Item 5)

12

 

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

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.4%

14

 

TYPE OF REPORTING PERSON*

 

OO 

       

 

 
 

CUSIP No. 514766104

 

13D Page 7 of 14

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. 13-3688495

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

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

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

564,672 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

564,672 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

564,672 (See Item 5)

12

 

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

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.1%

14

 

TYPE OF REPORTING PERSON*

 

CO 

       

 

 
 

CUSIP No. 514766104

 

13D Page 8 of 14

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Nelson Obus

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

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

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

87,801 (See Item 5)

8

SHARED VOTING POWER

 

2,562,199 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

87,801 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

2,562,199 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,650,000 (See Item 5)

12

 

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

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.9%

14

 

TYPE OF REPORTING PERSON*

 

IN 

       

  

 
 

CUSIP No. 514766104

 

13D Page 9 of 14

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Joshua Landes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

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

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0 (See Item 5)

8

SHARED VOTING POWER

 

2,562,199 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

2,562,199 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,562,199 (See Item 5)

12

 

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

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.5 %

14

 

TYPE OF REPORTING PERSON*

 

IN 

       

  

 
 

CUSIP No. 514766104

 

13D Page 10 of 14

 

This Amendment No. 2 amends the Statements of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on June 14, 2012, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on October 2, 2012 (the “Schedule 13D”)  by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to shares of common stock, $0.001 par value per share (the “Common Stock”) of Landec Corporation, a Delaware corporation with its principal executive offices at 3603 Haven Avenue, Menlo Park, California 94025. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

 

 

 
 

CUSIP No. 514766104

 

13D Page 11 of 14

 

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated as follows:

 

The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $21,725,986 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated as follows:

 

(a), (b) and (c) As of October 9, 2014, the Wynnefield Reporting Persons beneficially owned in the aggregate 2,650,000 shares of Common Stock, constituting approximately 9.9% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 26,866,078 shares of Common Stock outstanding as of September 26, 2014, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended August 31, 2014, filed with the Commission on October 8, 2014).

 

The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:

 

Name Number of Common Stock Percentage of Outstanding Common Stock
Partners 771,997 2.9%
Partners I 1,225,530 4.6%
Offshore 564,672 2.1%
Plan 87,801 0.3%

 

WCM is the sole general partner of Partners and Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Partners and Partners I beneficially own. WCM, as the sole general partner of Partners and Partners I, has the sole power to direct the voting and disposition of the Common Stock that Partners and Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

 

WCI is the sole investment manager of Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Offshore beneficially owns. WCI, as the sole investment manager of Offshore, has the sole power to direct the voting and disposition of the Common Stock that Offshore beneficially owns. Each of Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as an executive officer of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

 

 
 

CUSIP No. 514766104

 

13D Page 12 of 14

 

 

The Plan is an employee profit sharing plan. Mr. Obus is the portfolio manager of the Plan and has the sole authority to direct the voting and the disposition of the shares of Common Stock that the Plan beneficially owns. Accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that the Plan may be deemed to beneficially own.

 

Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 2,650,000 shares of Common Stock, constituting approximately 9.9% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 26,866,078 shares of Common Stock outstanding as of September 26, 2014, as set forth in Issuer’s most recent report on Form 10-Q for the quarter ended August 31, 2014, filed with the Commission on October 8, 2014).

 

The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

 

The Wynnefield Reporting Persons have purchased shares of Common Stock during the last 60 days as follows:

 

Name Date Number of Shares Price Per Share  
Partners I 08/15/2014 8,645 $12.00
Partners I 09/17/2014 3,899 $12.50
Partners I 09/19/2014 49,208 $12.47
Partners I 09/22/2014 22,731 $12.49
Partners I 09/23/2014 247 $12.25
Partners I 09/23/2014 47,464 $12.39
Partners I 09/25/2014 3,994 $12.25
Partners I 09/30/2014 19,041 $12.25
Partners I 10/01/2014 9,868 $12.10
Partners I 10/01/2014 1,382 $12.24
Partners I 10/01/2014 4,934 $11.96
Partners I 10/02/2014 2,471 $11.85
Partners I 10/07/2014 7,413 $11.68
Partners I 10/08/2014 119,176 $11.39
Partners I 10/09/2014 127,974 $11.10
       
Partners 08/15/2014 5,284 $12.00
Partners 09/17/2014 2,383 $12.50
Partners 09/19/2014 30,069 $12.47
Partners 09/22/2014 13,891 $12.49
Partners 09/23/2014 151 $12.25
Partners 09/23/2014 29,017 $12.39
Partners 09/25/2014 2,441 $12.25
Partners 09/30/2014 11,634 $12.25
Partners 10/01/2014 844 $12.24
Partners 10/01/2014 6,032 $12.10
Partners 10/01/2014 3,016 $11.96
Partners 10/02/2014 1,511 $11.85
Partners 10/07/2014 4,532 $11.68
Partners 10/08/2014 72,836 $11.39
Partners 10/09/2014 78,188 $11.10
       
Offshore 08/15/2014 3,671 $12.00
Offshore 09/17/2014 1,622 $12.50
Offshore 09/19/2014 20,455 $12.47
Offshore 09/22/2014 9,467 $12.49
Offshore 09/23/2014 19,794 $12.39
Offshore 09/23/2014 102 $12.25
Offshore 09/25/2014 1,665 $12.25
Offshore 09/30/2014 7,925 $12.25
Offshore 10/01/2014 4,100 $12.10
Offshore 10/01/2014 2,050 $11.96
Offshore 10/01/2014 574 $12.24
Offshore 10/02/2014 1,018 $11.85
Offshore 10/07/2014 3,055 $11.68
Offshore 10/08/2014 49,088 $11.39
Offshore 10/09/2014 52,738 $11.10
       
Plan 10/10/2014 20,000 $11.07

 

(d) and (e). Not Applicable

  

 
 

CUSIP No. 514766104

 

13D Page 13 of 14

 

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

 

  Dated:  October 17, 2014
  WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., I
     
  By: Wynnefield Capital Management, LLC,
     its General Partner
  By: /s/ Nelson Obus
    Nelson Obus, Co-Managing Member
  WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
  By: Wynnefield Capital Management, LLC,
     its General Partner
  By: /s/ Nelson Obus
    Nelson Obus, Co-Managing Member
  WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
  By: Wynnefield Capital, Inc.,
     its Investment Manager
     
  By: /s/ Nelson Obus
     Nelson Obus, President
  WYNNEFIELD CAPITAL MANAGEMENT, LLC
  By: /s/ Nelson Obus
    Nelson Obus, Co-Managing Member
     
  WYNNEFIELD CAPITAL, INC.
  By: /s/ Nelson Obus
    Nelson Obus, President
     
     
  WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN
     
  By: /s/ Nelson Obus
    Nelson Obus, Portfolio Manager

 

 
 

CUSIP No. 514766104

 

13D Page 14 of 14

 

 

  /s/ Nelson Obus
  Nelson Obus, Individually
     
  /s/ Joshua Landes
  Joshua Landes, Individually