FORM 4       Check this box if no longer subject to Section 16.  Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL
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1. Name and Address of Reporting Person * Frank,    Frederick     (Last)            (First)              (Middle) c/o Lehman Brothers 745 7th Avenue (Street) New York, NY   10019 (City)       (State)          (Zip)

2. Issuer Name and Ticker     or Trading Symbol Landec Corporation   (LNDC)    3. I.R.S. Identification     Number of Reporting     Person, if an entity     (voluntary)

4. Statement for  (Month/Day/Year) November 19,  2002  5. If Amendment, Date of    Original (Month/Day/Year)   /

6. Relationship of Reporting Person(s) to Issuer      (Check all applicable)    X   Director         10% Owner         Officer (give title below)         Other (specify below)       7. Individual or Joint/Group      Filing (Check Applicable Line)    X   Form filed by One Reporting Person       Form filed by More than One Reporting Person

 

 

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	11/19/02		C(1)		500,000	A	$6.00		D
Common Stock	11/19/02		C(1)		1,100,070	A	$6.00	1,666,670	D

¹ Pursuant to the terms of the Certificate of Determination of the Rights, Preferencers and Privileges of Series A-1 Preferred Stock and Series A-2 Preferred Stock of Landec Corporation (the “Company”), on November 19, 2002 each share of Series A-1 Preferred Stock and Series A-2 Preferred Stock automatically converted into ten shares of Common Stock of the Company.   

 

 

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 Securities: 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

Series A-1 Preferred Stock

$6.00(2)

11/19/02

C

50,000

Immed.

11/19/02

Common Stock

500,000

$6.00

-0-

D

Series A-2 Preferred Stock

$6.00(2)

11/19/02

C

116,667

Immed.

11/19/02

Common Stock

1,166,670

$6.00

-0-

D

 

 

Explanation of Responses:

 

 

/s/ Gregory S. Skinner ** Signature of Reporting Person	November 19, 2002 Date
Frederick Frank By Gregory S. Skinner, Attorney-in-Fact

 

 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

 

Note:   File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

 

 

http://www.sec.gov/divisions/corpfin/forms/form4.htm

Last update: 09/05/2002

² The shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock were originally issued at a price of $60.00 per share and convert on a ten-for-1 basis into Common Stock at a price of $6.00 per share.

 

 

 

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Gregory S. Skinner and Sonia Powell, and each of them, his or her true and lawful attorney-in-fact to:

(1)           execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director, and/or person who holds more than 10% of the stock of Landec Corporation (the “Company”), Forms 3, Forms 4 and Forms 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

(2)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, Forms 4 or Forms 5 and timely file any such forms with the United States Securities and Exchange Commission (the “SEC”) and any other authority; and

(3)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done pursuant to this power of attorney.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, Forms 4, and Forms 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the attorneys-in-fact. This Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.

The undersigned has caused this Power of Attorney to be executed as of this 8^th day of November, 2002.

 

 

/s/ Frederick Frank

Signature

Frederick Frank

Print Name