CUSIP No. 514766104
|
SCHEDULE 13G/A
|
Page 6
of 14 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSONS
Security Benefit Asset Management Holdings, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
2,374,286
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
2,374,286
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,374,286
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.21%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
HC
|
CUSIP No. 514766104
|
SCHEDULE 13G/A
|
Page 7
of 14 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSONS
Rydex Holdings, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
2,374,286
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
2,374,286
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,374,286
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.21%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
HC
|
CUSIP No. 514766104
|
SCHEDULE 13G
/A
|
Page 8
of 14 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSONS
Security Investors, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
2,374,286
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
2,374,286
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,374,286
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.21%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
CUSIP No. 514766104
|
SCHEDULE 13G
/A
|
Page 9
of 14 Pages
|
Item 1.
|
|
(a) Name of Issuer:
|
Landec Corporation
|
|
(b) Address of Issuer’s Principal
Executive Offices
:
|
3603 Haven Avenue, Menlo Park, California 94025
Item 2.
|
|
(a) Name of Person Filing:
|
This
Statement is filed by Guggenheim Capital, LLC, Guggenheim Partners, LLC, GP Holdco, LLC, GPFT Holdco, LLC, Security Benefit
Asset Management Holdings, LLC, Rydex Holdings, LLC and Securities Investors, LLC (“SI”). This Statement relates
to the shares of Common Stock, par value $0.001 per share (the “Shares”), of the Issuer beneficially owned
directly by SI, a Kansas limited liability company, and by certain other subsidiaries of Guggenheim Capital, LLC (the
“Subsidiaries”). Guggenheim Capital, LLC is the majority owner of Guggenheim Partners, LLC, GP Holdco, LLC, GPFT
Holdco, LLC, Security Benefit Asset Management Holdings, LLC, Rydex Holdings, LLC and SI, which beneficially owns more than
5% of the Shares reported herein. SI is a registered investment adviser under Section 203 of the Investment Advisers Act
of 1940. As a result of its role as investment adviser, SI may be deemed to be the beneficial owner of certain of the Shares
of the Issuer reported herein for purposes of §13(d) and 13(g) of the Securities Exchange Act of 1934. Guggenheim
Capital, LLC is also the majority owner of the Subsidiaries, each of which beneficially owns less than 5% of the Shares
reported herein.
|
|
(b) Address
of Principal Business Office, or, if none, Residence:
|
Guggenheim Capital, LLC: 227 West Monroe Street, Chicago, IL 60606
Guggenheim Partners, LLC: 227 West Monroe Street, Chicago, IL 60606
GP
Holdco, LLC: 227 West Monroe Street, Chicago, IL 60606
GPFT Holdco, LLC: 227 West Monroe Street, Chicago, IL 60606
Security Benefit
Asset Management Holdings, LLC: One SW Security Benefit Place, Topeka, Kansas 66636-0001
Rydex Holdings, LLC: One SW Security
Benefit Place, Topeka, Kansas 66636-0001
Security Investors, LLC: One SW Security Benefit Place, Topeka, Kansas 66636-0001
Guggenheim Capital, LLC is a Delaware limited liability company.
Guggenheim Partners, LLC is a Delaware limited liability company.
GP Holdco, LLC is a Delaware limited liability company.
GPFT Holdco, LLC is a Delaware limited liability company.
Security Benefit Asset Management Holdings, LLC is a Kansas limited liability company.
Rydex Holdings, LLC is a Kansas limited liability company.
Security Investors, LLC is a Kansas limited liability company.
|
|
(d) Title of Class of Securities:
|
Common
Stock, par value $0.001 per share
514766104
CUSIP
No. 514766104
|
SCHEDULE 13G
/A
|
Page 10
of 14 Pages
|
|
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)
|
x
|
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)
|
x
|
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).
|
|
|
(k)
|
¨
|
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
|
|
|
|
CUSIP
No. 514766104
|
SCHEDULE 13G
/A
|
Page
11 of 14 Pages
|
Item
4. Ownership
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned:
As of December 31, 2012, Guggenheim Capital, LLC may be deemed
the beneficial owner of 2,377,509 Shares, which amount includes 2,374,286 Shares beneficially owned directly by Securities Investors,
LLC and indirectly by Rydex Holdings, LLC, Security Benefit Asset Management Holdings, LLC, GPFT Holdco, LLC, GP Holdco, LLC and
Guggenheim Partners, LLC and 3,223 Shares beneficially owned directly by the Subsidiaries.
(b)
Percent of class:
9.22% of the Common Stock, par value $0.001 per share
(c)
Number of shares as to which the person has:
Guggenheim
Capital, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: See Item 4(a) above. 2,377,509
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: See Item 4(a) above. 2,377,509
Guggenheim
Partners, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: See Item 4(a) above. 2,377,509
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: See Item 4(a) above. 2,377,509
GP
Holdco, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: See Item 4(a) above. 2,377,509
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: See Item 4(a) above. 2,377,509
GPFT
Holdco, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: See Item 4(a) above. 2,377,509
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: See Item 4(a) above. 2,377,509
Security
Benefit Asset Management Holdings, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: See Item 4(a) above. 2,374,286
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: See Item 4(a) above. 2,374,286
Rydex
Holdings, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: See Item 4(a) above. 2,374,286
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: See Item 4(a) above. 2,374,286
Security
Investors, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: See Item 4(a) above. 2,374,286
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: See Item 4(a) above. 2,374,286
CUSIP No. 514766104
|
SCHEDULE 13G
/A
|
Page 12
of 14 Pages
|
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 beneficial
owner of more than 5 percent of the class of securities, check the following
o
.
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Certain advisory clients of Security Investors, LLC and the Subsidiaries have the right to receive or the
power to direct the receipt of dividends from or the profits from the sale of the Shares reported herein.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
See
disclosure in Item 2 hereof.
Item
8. Identification and Classification of Members of the Group
Not Applicable
Item
9. Notice of Dissolution of Group
Not Applicable
Item
10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
CUSIP No. 514766104
|
SCHEDULE 13G
/A
|
Page 13
of 14 Pages
|
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:
February 14, 2013
|
Guggenheim Capital, LLC
|
|
By: Robert Saperstein
|
|
|
|
|
|
By:
|
/s/
Robert Saperstein
|
|
|
Name:
|
Robert Saperstein
|
|
|
Title:
|
Managing Director, Senior Regulatory Counsel
|
|
Guggenheim Partners, LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert Saperstein
|
|
|
Name:
|
Robert Saperstein
|
|
|
Title:
|
Managing Director, Senior Regulatory Counsel
|
|
GP Holdco, LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert Saperstein
|
|
|
Name:
|
Robert Saperstein
|
|
|
Title:
|
Managing Director, Senior Regulatory Counsel
|
|
GPFT Holdco, LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert Saperstein
|
|
|
Name:
|
Robert Saperstein
|
|
|
Title:
|
Managing Director, Senior Regulatory Counsel
|