SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
LANDEC CORPORATION
(Name of Issuer)
Common Stock, $.001 Par Value Per Share
(Title and Class of Securities)
514766104
(CUSIP Number)
December 31, 2011
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
| ¨ | Rule 13d-1(b) | |
| x | Rule 13d-1(c) | |
| ¨ | Rule 13d-1(d) |
| CUSIP No. 514766104 | Page 2 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
758,751 Shares
|
| 6 | SHARED VOTING POWER
0
| |
| 7 | SOLE DISPOSITIVE POWER
758,751 Shares
| |
| 8 | SHARED DISPOSITIVE POWER
0
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
758,751 Shares
|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
|
| 12 | TYPE OF REPORTING PERSON
PN
|
| 2 |
| CUSIP No. 514766104 | Page 3 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,100,195 Shares
|
| 6 | SHARED VOTING POWER
0
| |
| 7 | SOLE DISPOSITIVE POWER
1,100,195 Shares
| |
| 8 | SHARED DISPOSITIVE POWER
0
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,195 Shares
|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
|
| 12 | TYPE OF REPORTING PERSON
PN
|
| 3 |
| CUSIP No. 514766104 | Page 4 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
588,318 Shares
|
| 6 | SHARED VOTING POWER
0
| |
| 7 | SOLE DISPOSITIVE POWER
588,318 Shares
| |
| 8 | SHARED DISPOSITIVE POWER
0
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
588,318 Shares
|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%
|
| 12 | TYPE OF REPORTING PERSON
CO
|
| 4 |
| CUSIP No. 514766104 | Page 5 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
117,260 Shares
|
| 6 | SHARED VOTING POWER
0
| |
| 7 | SOLE DISPOSITIVE POWER
117,260 Shares
| |
| 8 | SHARED DISPOSITIVE POWER
0
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,260 Shares
|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
|
| 12 | TYPE OF REPORTING PERSON
EP
|
| 5 |
| CUSIP No. 514766104 | Page 6 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WYNNEFIELD CAPITAL MANAGEMENT, LLC
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,858,946 Shares (1)
|
| 6 | SHARED VOTING POWER
0
| |
| 7 | SOLE DISPOSITIVE POWER
1,858,946 Shares (1)
| |
| 8 | SHARED DISPOSITIVE POWER
0
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,858,946 Shares (1)
|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2% (1)
|
| 12 | TYPE OF REPORTING PERSON
OO
|
(1) Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.
| 6 |
| CUSIP No. 514766104 | Page 7 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WYNNEFIELD CAPITAL, INC.
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
588,318 Shares (1)
|
| 6 | SHARED VOTING POWER
0
| |
| 7 | SOLE DISPOSITIVE POWER
588,318 Shares (1)
| |
| 8 | SHARED DISPOSITIVE POWER
0
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
588,318 Shares (1)
|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3% (1)
|
| 12 | TYPE OF REPORTING PERSON
CO
|
(1) Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.
| 7 |
| CUSIP No. 514766104 | Page 8 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NELSON OBUS
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
2,564,524 Shares (1)
|
| 6 | SHARED VOTING POWER
0
| |
| 7 | SOLE DISPOSITIVE POWER
2,564,524 Shares (1)
| |
| 8 | SHARED DISPOSITIVE POWER
0
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,564,524 Shares (1)
|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (1)
|
| 12 | TYPE OF REPORTING PERSON IN |
(1) Mr. Obus may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, and Wynnefield Capital, Inc. Profit Sharing Plan because he is a co-managing member of Wynnefield Capital Management, LLC, a principal executive officer of Wynnefield Capital, Inc. (the investment manager of Wynnefield Small Cap Value Offshore Fund), LP and the portfolio manager of Wynnefield Capital, Inc. Profit Sharing Plan. The filing of this Statement and any future amendment by Mr. Obus, and the inclusion of information herein and therein with respect to Mr. Obus, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Obus disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.
| 8 |
| CUSIP No. 514766104 | Page 9 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JOSHUA LANDES
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
2,447,264 Shares (1)
|
| 6 | SHARED VOTING POWER
0
| |
| 7 | SOLE DISPOSITIVE POWER
2,447,264 Shares (1)
| |
| 8 | SHARED DISPOSITIVE POWER
0
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,447,264 Shares (1)
|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4% (1)
|
| 12 | TYPE OF REPORTING PERSON IN |
(1) Mr. Landes may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund because he is a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc. The filing of this Statement and any future amendment by Mr. Landes, and the inclusion of information herein and therein with respect to Mr. Landes, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Landes disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.
| 9 |
| CUSIP No. 514766104 | Page 10 of 13 Pages |
| 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: |
| Wynnefield Partners Small Cap Value, L.P. (“Partners”) | |
| _____________________________________________ | |
| Wynnefield Partners Small Cap Value, L.P. I (“Partners I”) | |
| _____________________________________________ | |
| Wynnefield Small Cap Value Offshore Fund, Ltd. (“Fund”) | |
| _____________________________________________ | |
| Wynnefield Capital, Inc. Profit Sharing Plan (the “Plan”) | |
| _____________________________________________ | |
| Wynnefield Capital Management, LLC (“WCM”) | |
| _____________________________________________ | |
| Wynnefield Capital, Inc. (“WCI”) | |
| _____________________________________________ | |
| Nelson Obus | |
| _____________________________________________ | |
| Joshua Landes | |
| _____________________________________________ | |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| 450 Seventh Avenue, Suite 509, New York, New York 10123 | |
| Item 2(c). | Citizenship: |
| Partners and Partners I are Delaware limited partnerships. | |
| _____________________________________________ | |
| Fund and WCI are Cayman Islands companies. | |
| _____________________________________________ | |
| WCM is a New York limited liability company. | |
| _____________________________________________ | |
| The Plan is a Delaware corporation. | |
| _____________________________________________ | |
| Mr. Obus and Mr. Landes are United States citizens. |
| 10 |
| CUSIP No. 514766104 | Page 11 of 13 Pages |
| Item 2(d). | Title of Class of Securities: |
| Common Stock, $0.001 Par Value Per Share. | |
| Item 2(e). | CUSIP Number: |
| 514766104 | |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | £ | Broker or Dealer registered under Section 15 of the Act. | |
| (b) | £ | Bank as defined in Section 3(a)(6) of the Act. | |
| (c) | £ | Insurance Company as defined in Section 3(a)(19) of the Act. | |
| (d) | £ | Investment Company registered under Section 8 of the Investment Company Act. | |
| (e) | £ | Investment Adviser registered in accordance with Rule 13d-1(b)(1)(ii)(E). | |
| (f) | £ | Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F). | |
| (g) | £ | Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| (h) | £ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (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. | |
| (j) | £ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | |
| If this Statement is filed pursuant to Rule 13d-1(c), check this box x. |
| 11 |
| CUSIP No. 514766104 | Page 12 of 13 Pages |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: 2,564,524 Shares | |
| (b) | Percent of Class: 9.9% of Common Stock | |
| (c) | Number of Shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 2,564,524 Shares | ||
| (ii) | Shared power to vote or to direct the vote: 0 Shares | ||
| (iii) | Sole power to dispose or to direct the disposition of: 2,564,524 Shares | ||
| (iv) | Shared Power to dispose or to direct the disposition of: 0 Shares |
| 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 five percent of the class of securities, check the following. ¨. |
| 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. |
| Not Applicable. |
| Item 8. | Identification and Classification of Members of the Group. |
| See Item 2(a)-(c). |
| Item 9. | Notice of Dissolution of Group. |
| Not Applicable. |
| Item 10. | Certifications. |
| By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above 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. |
| 12 |
| CUSIP No. 514766104 | Page 13 of 13 Pages |
| SIGNATURE | |||
| Date: February 14, 2012 | WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. | ||
| By: | Wynnefield Capital Management, LLC, General Partner | ||
| By: | /s/ Nelson Obus | ||
| Nelson Obus, Managing Member | |||
| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I | |||
| By: | Wynnefield Capital Management, LLC, General Partner | ||
| By: | /s/ Nelson Obus | ||
| Nelson Obus, Managing Member | |||
| WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. | |||
| By: | Wynnefield Capital, Inc. | ||
| By: | /s/ Nelson Obus | ||
| Nelson Obus, President | |||
| WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN | |||
| By: | /s/ Nelson Obus | ||
| Nelson Obus, Portfolio Manager | |||
| WYNNEFIELD CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Nelson Obus | ||
| Nelson Obus, Co-Managing Member | |||
| WYNNEFIELD CAPITAL, INC. | |||
| By: | /s/ Nelson Obus | ||
| Nelson Obus, President | |||
| /s/ Nelson Obus | |||
| Nelson Obus, Individually | |||
| /s/ Joshua Landes | |||
| Joshua Landes, Individually | |||
| 13 |