CUSIP NO. 514766104
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(1)
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Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only):
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Harvey Partners, LLC
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20-3760303
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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(4)
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Citizenship or Place of Organization: Delaware, United States
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Number of Shares
Beneficially Owned by
Each Reporting Person With
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(5) Sole Voting Power:
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500,000*
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(6) Shared Voting Power:
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0
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(7) Sole Dispositive Power:
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500,000*
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(8) Shared Dispositive Power:
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0
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person: 500,000*
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(10)
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ]
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(11)
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Percent of Class Represented by Amount in Row (9): 1.94%*
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(12)
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Type of Reporting Person (See Instructions): IA
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* Based on the information set forth in the Quarterly Report on Form 10-Q of Landec Corp (the “Company”) filed with the Securities and Exchange Commission on January 4, 2013, there were 25,783,934
shares of the Company’s common stock, par value $0.001 (the “Common Stock”), outstanding as of December 21, 2012. As of December 31, 2012, Harvey SMidCap Fund, LP, a Delaware limited partnership ("SMidCap Fund"), held 92,147 shares of Common Stock, Harvey SMidCap Offshore Fund, Ltd., a Cayman Islands exempted company ("SMidCap Offshore Fund"), held 248,625 shares of Common Stock, and Harvey QP, LP, a Delaware limited partnership (“Harvey QP”), held 159,228 shares of Common Stock. Harvey Partners, LLC, a Delaware limited liability company ("Harvey Partners"), is the investment manager of SMidCap Fund, SMidCap Offshore Fund and Harvey QP, and as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by SMidCap Fund, SMidCap Offshore Fund and Harvey QP. James A. Schwartz and Jeffrey C. Moskowitz, the Managing Members Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners.
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Item 1(a) Name Of Issuer: Landec Corporation
Item 1(b) Address of Issuer’s Principal Executive Offices: 3603 Haven Avenue, Menlo Park, California 94025
Item 2(a) Name of Person Filing: Harvey Partners, LLC
Item 2(b) Address of Principal Business Office or, if None, Residence: 135 East 57th Street
, 24th Floor, New York, New York 10022
Item 2(c) Citizenship: Harvey Partners, LLC is a Delaware limited liability
company.
Item 2(d) Title of Class of Securities: Common Stock, par value $0.001
Item 2(e) CUSIP No.: 514766104
Item 3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
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(a)
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Amount Beneficially Owned (as of December 31, 2012):
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500,000*
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(b)
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Percent of Class (as of December 31, 2012):
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1.94%*
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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500,000*
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(ii)
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shared power to vote or to direct the vote:
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0
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(iii)
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sole power to dispose or to direct the disposition of:
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500,000*
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(iv)
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shared power to dispose or to direct the disposition of:
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0
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* Based on the information set forth in the Quarterly Report on Form 10-Q of Landec Corp (the “Company”) filed with the Securities and Exchange Commission on January 4, 2013, there were 25,783,934
shares of the Company’s common stock, par value $0.001 (the “Common Stock”), outstanding as of December 21, 2012. As of December 31, 2012, Harvey SMidCap Fund, LP, a Delaware limited partnership ("SMidCap Fund"), held 92,147 shares of Common Stock, Harvey SMidCap Offshore Fund, Ltd., a Cayman Islands exempted company ("SMidCap Offshore Fund"), held 248,625 shares of Common Stock, and Harvey QP, LP, a Delaware limited partnership (“Harvey QP”), held 159,228 shares of Common Stock. Harvey Partners, LLC, a Delaware limited liability company ("Harvey Partners"), is the investment manager of SMidCap Fund, SMidCap Offshore Fund and Harvey QP, and as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by SMidCap Fund, SMidCap Offshore Fund and Harvey QP. James A. Schwartz and Jeffrey C. Moskowitz, the Managing Members Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners.
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the owner of more than five percent of the class of securities, check the following: [X]
Item 6.
Ownership of More Than Five 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.