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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Name of Issuer)
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
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(CUSIP Number)
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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) |
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.
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 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.
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.
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February 14, 2013
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HARVEY PARTNERS, LLC
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By:
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/s/ James A. Schwartz
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Name: James A. Schwartz
Title: Managing Member
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Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)