CUSIP
No. 514766104
|
Page 2
of 14 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
390,510
Shares
|
|
6
|
SHARED
VOTING POWER
0
|
||
7
|
SOLE
DISPOSITIVE POWER
390,510
Shares
|
||
8
|
SHARED
DISPOSITIVE POWER
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,510
Shares
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
|
||
12
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No. 514766104
|
Page 3 of
14 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
627,506
Shares
|
|
6
|
SHARED
VOTING POWER
0
|
||
7
|
SOLE
DISPOSITIVE POWER
627,506
Shares
|
||
8
|
SHARED
DISPOSITIVE POWER
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,506
Shares
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%
|
||
12
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No. 514766104
|
Page 4 of
14 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
302,641
Shares
|
|
6
|
SHARED
VOTING POWER
0
|
||
7
|
SOLE
DISPOSITIVE POWER
302,641
Shares
|
||
8
|
SHARED
DISPOSITIVE POWER
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
302,641
Shares
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
|
||
12
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 514766104
|
Page 5 of
14 Pages
|
1
|
NAMES
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CHANNEL
PARTNERSHIP II, LP
|
||
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
0
|
|
6
|
SHARED
VOTING POWER
6,000
Shares
|
||
7
|
SOLE
DISPOSITIVE POWER
0
|
||
8
|
SHARED
DISPOSITIVE POWER
6,000
Shares
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000
Shares
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
||
12
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No. 514766104
|
Page 6 of
14 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
40,561
Shares
|
|
6
|
SHARED
VOTING POWER
0
|
||
7
|
SOLE
DISPOSITIVE POWER
40,561
Shares
|
||
8
|
SHARED
DISPOSITIVE POWER
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,561
Shares
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
||
12
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 514766104
|
Page 7 of
14 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
1,018,016
Shares (1)
|
|
6
|
SHARED
VOTING POWER
0
|
||
7
|
SOLE
DISPOSITIVE POWER
1,018,016
Shares (1)
|
||
8
|
SHARED
DISPOSITIVE POWER
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,016
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)
3.8%
(1)
|
||
12
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP
No. 514766104
|
Page 8 of
14 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
302,641
Shares (1)
|
|
6
|
SHARED
VOTING POWER
0
|
||
7
|
SOLE
DISPOSITIVE POWER
302,641
Shares (1)
|
||
8
|
SHARED
DISPOSITIVE POWER
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
302,641
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)
1.1%
(1)
|
||
12
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 514766104
|
Page 9 of
14 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
1,361,218
Shares (1)
|
|
6
|
SHARED
VOTING POWER
6,000
Shares (1)
|
||
7
|
SOLE
DISPOSITIVE POWER
1,361,218
Shares (1)
|
||
8
|
SHARED
DISPOSITIVE POWER
6,000
Shares (1)
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,367,218
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)
5.1%
(1)
|
||
12
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No. 514766104
|
Page 10 of
14 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
1,320,657
Shares (1)
|
|
6
|
SHARED
VOTING POWER
0
|
||
7
|
SOLE
DISPOSITIVE POWER
1,320,657
Shares (1)
|
||
8
|
SHARED
DISPOSITIVE POWER
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,657
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)
5.0%
(1)
|
||
12
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No. 514766104
|
Page 11 of
14 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”)
|
||
Channel
Partnership II, LP (“Channel”)
|
||
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,
Partners I and Channel 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.
|
CUSIP
No. 514766104
|
Page 12 of
14 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].
|
CUSIP
No. 514766104
|
Page 13 of
14 Pages
|
Item 4. |
Ownership.
|
|||
(a)
(b)
(c)
|
Amount
beneficially owned: 1,367,218 Shares
Percent
of Class: 5.1% of Common Stock
Number
of Shares as to which the person has:
|
|||
(i)
(ii)
(iii)
(iv)
|
Sole
power to vote or to direct the vote: 1,361,218
Shares
Shared
power to vote or to direct the vote: 6,000
Shares
Sole
power to dispose or to direct the disposition
of: 1,361,218 Shares
Shared
Power to dispose or to direct the disposition of: 6,000
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.
|
CUSIP
No. 514766104
|
Page 14 of
14 Pages
|
Date: February 11, 2011 | 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 |
CHANNEL PARTNERSHIP II, LP | ||||
|
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 |