3//SEC Filing
Legion Partners, L.P. I 3
Accession 0001193805-23-000037
CIK 0001005286other
Filed
Jan 10, 7:00 PM ET
Accepted
Jan 11, 9:30 PM ET
Size
25.4 KB
Accession
0001193805-23-000037
Insider Transaction Report
Form 3
Holdings
- (indirect: By: Legion Partners, L.P. I)
Cash-Settled Total Return Swap
Exp: 2026-08-03→ Common Stock (471,256 underlying) - 2,772,956(indirect: By: Legion Partners, L.P. I)
Common Stock
- 167,184(indirect: By: Legion Partners, L.P. II)
Common Stock
- 200(indirect: By LLC)
Common Stock
- (indirect: By: Legion Partners, L.P. II)
Series A Convertible Preferred Stock
Exercise: $7.00→ Common Stock (155,143 underlying) - (indirect: By: Legion Partners, L.P. I)
Series A Convertible Preferred Stock
Exercise: $7.00→ Common Stock (1,630,572 underlying) - (indirect: By: Legion Partners, L.P. II)
Cash-Settled Total Return Swap
Exp: 2026-08-03→ Common Stock (105,110 underlying)
Legion Partners, L.P. I
Director
Holdings
- (indirect: By: Legion Partners, L.P. II)
Cash-Settled Total Return Swap
Exp: 2026-08-03→ Common Stock (105,110 underlying) - (indirect: By: Legion Partners, L.P. I)
Series A Convertible Preferred Stock
Exercise: $7.00→ Common Stock (1,630,572 underlying) - 200(indirect: By LLC)
Common Stock
- (indirect: By: Legion Partners, L.P. I)
Cash-Settled Total Return Swap
Exp: 2026-08-03→ Common Stock (471,256 underlying) - (indirect: By: Legion Partners, L.P. II)
Series A Convertible Preferred Stock
Exercise: $7.00→ Common Stock (155,143 underlying) - 2,772,956(indirect: By: Legion Partners, L.P. I)
Common Stock
- 167,184(indirect: By: Legion Partners, L.P. II)
Common Stock
Legion Partners, L.P. II
Director
Holdings
- 2,772,956(indirect: By: Legion Partners, L.P. I)
Common Stock
- (indirect: By: Legion Partners, L.P. I)
Series A Convertible Preferred Stock
Exercise: $7.00→ Common Stock (1,630,572 underlying) - (indirect: By: Legion Partners, L.P. II)
Cash-Settled Total Return Swap
Exp: 2026-08-03→ Common Stock (105,110 underlying) - (indirect: By: Legion Partners, L.P. II)
Series A Convertible Preferred Stock
Exercise: $7.00→ Common Stock (155,143 underlying) - 167,184(indirect: By: Legion Partners, L.P. II)
Common Stock
- 200(indirect: By LLC)
Common Stock
- (indirect: By: Legion Partners, L.P. I)
Cash-Settled Total Return Swap
Exp: 2026-08-03→ Common Stock (471,256 underlying)
Kiper Christopher S
Director
Holdings
- 200(indirect: By LLC)
Common Stock
- (indirect: By: Legion Partners, L.P. II)
Series A Convertible Preferred Stock
Exercise: $7.00→ Common Stock (155,143 underlying) - (indirect: By: Legion Partners, L.P. I)
Cash-Settled Total Return Swap
Exp: 2026-08-03→ Common Stock (471,256 underlying) - 167,184(indirect: By: Legion Partners, L.P. II)
Common Stock
- (indirect: By: Legion Partners, L.P. I)
Series A Convertible Preferred Stock
Exercise: $7.00→ Common Stock (1,630,572 underlying) - 2,772,956(indirect: By: Legion Partners, L.P. I)
Common Stock
- (indirect: By: Legion Partners, L.P. II)
Cash-Settled Total Return Swap
Exp: 2026-08-03→ Common Stock (105,110 underlying)
Legion Partners, LLC
Director
Holdings
- 2,772,956(indirect: By: Legion Partners, L.P. I)
Common Stock
- 167,184(indirect: By: Legion Partners, L.P. II)
Common Stock
- 200(indirect: By LLC)
Common Stock
- (indirect: By: Legion Partners, L.P. II)
Cash-Settled Total Return Swap
Exp: 2026-08-03→ Common Stock (105,110 underlying) - (indirect: By: Legion Partners, L.P. I)
Series A Convertible Preferred Stock
Exercise: $7.00→ Common Stock (1,630,572 underlying) - (indirect: By: Legion Partners, L.P. II)
Series A Convertible Preferred Stock
Exercise: $7.00→ Common Stock (155,143 underlying) - (indirect: By: Legion Partners, L.P. I)
Cash-Settled Total Return Swap
Exp: 2026-08-03→ Common Stock (471,256 underlying)
Legion Partners Holdings, LLC
Director
Holdings
- (indirect: By: Legion Partners, L.P. I)
Series A Convertible Preferred Stock
Exercise: $7.00→ Common Stock (1,630,572 underlying) - (indirect: By: Legion Partners, L.P. I)
Cash-Settled Total Return Swap
Exp: 2026-08-03→ Common Stock (471,256 underlying) - 2,772,956(indirect: By: Legion Partners, L.P. I)
Common Stock
- 167,184(indirect: By: Legion Partners, L.P. II)
Common Stock
- 200(indirect: By LLC)
Common Stock
- (indirect: By: Legion Partners, L.P. II)
Series A Convertible Preferred Stock
Exercise: $7.00→ Common Stock (155,143 underlying) - (indirect: By: Legion Partners, L.P. II)
Cash-Settled Total Return Swap
Exp: 2026-08-03→ Common Stock (105,110 underlying)
White Raymond T.
Director
Holdings
- (indirect: By: Legion Partners, L.P. I)
Series A Convertible Preferred Stock
Exercise: $7.00→ Common Stock (1,630,572 underlying) - (indirect: By: Legion Partners, L.P. II)
Series A Convertible Preferred Stock
Exercise: $7.00→ Common Stock (155,143 underlying) - (indirect: By: Legion Partners, L.P. I)
Cash-Settled Total Return Swap
Exp: 2026-08-03→ Common Stock (471,256 underlying) - (indirect: By: Legion Partners, L.P. II)
Cash-Settled Total Return Swap
Exp: 2026-08-03→ Common Stock (105,110 underlying) - 2,772,956(indirect: By: Legion Partners, L.P. I)
Common Stock
- 167,184(indirect: By: Legion Partners, L.P. II)
Common Stock
- 200(indirect: By LLC)
Common Stock
Footnotes (7)
- [F1]This Form 3 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 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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]The Series A Convertible Preferred Stock is convertible into common stock at an initial conversion price of $7.00 per share at any time at the election of the holder and is subject to certain adjustments pursuant to the Certificate of Designations of the Series A Convertible Preferred Stock. The Reporting Persons may not convert their Series A Convertible Preferred Stock into shares of common stock to the extent that the issuance of such shares would result in the Reporting Persons beneficially owning in the aggregate in excess of 9.99% of the then-outstanding common stock immediately after giving effect to such issuance. The Series A Convertible Preferred Stock does not have an expiration date.
- [F6]Certain of the Reporting Persons have entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution, which provide these Reporting Persons with economic exposure to an aggregate of 576,366 notional shares. The Swaps provide these Reporting Persons with economic results that are comparable to the economic results of ownership but do not provide these Reporting Persons the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swaps (the "Subject Shares"). The Reporting Persons do not have the right to convert the Swaps into shares of common stock at any time. The Reporting Persons expressly disclaim beneficial ownership of the Subject Shares except to the extent of his or its pecuniary interest therein.
- [F7]The Swaps referenced herein provide for various execution prices ranging from $9.7809 to $10.7501. The Reporting Persons undertake to provide to the Staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the execution prices of the Swaps at each separate price within the range.
Documents
Issuer
LIFECORE BIOMEDICAL, INC. \DE\
CIK 0001005286
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001595909
Filing Metadata
- Form type
- 3
- Filed
- Jan 10, 7:00 PM ET
- Accepted
- Jan 11, 9:30 PM ET
- Size
- 25.4 KB