| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | LFCR | Common Stock | Award | +30K | +106.88% | 58.1K | Jul 8, 2024 | Direct | F1, F2, F3, F4, F5 | ||
| holding | LFCR | Common Stock | 2.77M | Jul 8, 2024 | By: Legion Partners, L.P. I | F1, F6 | |||||
| holding | LFCR | Common Stock | 167K | Jul 8, 2024 | By: Legion Partners, L.P. II | F1, F7 | |||||
| holding | LFCR | Common Stock | 200 | Jul 8, 2024 | By: Legion Partners Holdings, LLC | F1, F8 |
| Id | Content |
|---|---|
| F1 | This Form 4 is filed jointly by Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC, 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 | The restricted stock units convert into common stock of Lifecore Biomedical, Inc. (the "Issuer") on a 1 for 1 basis. |
| F3 | The restricted stock units will vest and be settled on the earlier of the 1st anniversary of the grant date or the date of the 2025 Annual Meeting of Stockholders (provided such date is no less than 50 weeks from grant date). |
| F4 | Mr. Kiper serves on the Board of the Issuer as a representative of Legion Partners Asset Management and its affiliates. Mr. Kiper does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position, except to the extent of his role as a Managing Director of Legion Partners Asset Management. Legion Partners Asset Management is entitled to receive all of the economic interest in securities granted to Mr. Kiper by the Issuer in respect of Mr. Kiper's Board position. Mr. Kiper disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Kiper had any economic interest in such securities except any indirect economic interest through Legion Partners Asset Management and its affiliates, entities in which Mr. Kiper has a controlling interest and investment control. |
| F5 | The securities held by Mr. Kiper as described in footnote (4), including the 30,000 restricted stock units described herein, are securities in which Legion Partners Asset Management has all of the direct economic interest. Legion Partners Holdings is the sole member of Legion Partners Asset Management and each of Messrs. Kiper and White are Managing Directors of Legion Partners Asset Management. As a result of these relationships, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Asset Management. |
| F6 | 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. |
| F7 | 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. |
| F8 | 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. |
Christopher S. Kiper, a Managing Director of Legion Partners Asset Management, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Kiper) may be deemed a director by deputization by virtue of Mr. Kiper's representation on the Board of the Issuer.