Lifecore Biomedical Inc.

05/12/2025 | Press release | Distributed by Public on 05/12/2025 16:59

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
English Aron R.
2. Issuer Name and Ticker or Trading Symbol
LIFECORE BIOMEDICAL, INC. \DE\ [LFCR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
590 1ST AVE. S UNIT C1
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2025
(Street)
SEATTLE, WA 98104
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 05/08/2025 S 5,098 D $7.0014(2) 1,708,972 I By: 22NW Fund, LP(3)
Common Stock(1) 05/09/2025 S 700 D $7 1,708,272 I By: 22NW Fund, LP(3)
Common Stock(1) 05/12/2025 S 45,698 D $7.0337(4) 1,662,574 I By: 22NW Fund, LP(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
English Aron R.
590 1ST AVE. S UNIT C1
SEATTLE, WA 98104
X
22NW, LP
590 1ST AVE. S UNIT C1
SEATTLE, WA 98104
X
22NW Fund, LP
590 1ST AVE. S UNIT C1
SEATTLE, WA 98104
X
22NW Fund GP, LLC
590 1ST AVE. S UNIT C1
SEATTLE, WA 98104
X
22NW GP, Inc.
590 1ST AVE. S UNIT C1
SEATTLE, WA 98104
X

Signatures

/s/ Aron R. English 05/12/2025
**Signature of Reporting Person Date
22NW Fund, LP; By: 22NW Fund GP, LLC; By: /s/ Aron R. English, Manager 05/12/2025
**Signature of Reporting Person Date
22NW, LP; By: 22NW GP, Inc.; By: /s/ Aron R. English, President and Sole Shareholder 05/12/2025
**Signature of Reporting Person Date
22NW Fund GP, LLC; By: /s/ Aron R. English, Manager 05/12/2025
**Signature of Reporting Person Date
22NW GP, Inc., By: /s/ Aron R. English, President and Sole Shareholder 05/12/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 4 is filed jointly by 22NW Fund, LP ("22NW Fund"), 22NW, LP ("22NW"), 22NW Fund GP, LLC ("22NW GP"), 22NW GP, Inc. ("22NW Inc.") and Aron English (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
(2) Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.0000 to $7.0010, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(3) Securities owned directly by 22NW Fund. As the investment manager to 22NW Fund, 22NW may be deemed to beneficially own the securities owned directly by 22NW Fund. As the general partner of 22NW Fund, 22NW GP may be deemed to beneficially own the securities owned directly by 22NW Fund. As the general partner of 22NW, 22NW Inc. may be deemed to beneficially own the securities owned directly by 22NW Fund. Mr. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc., may be deemed to beneficially own the securities owned directly by 22NW Fund.
(4) Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.0000 to $7.1800, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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