SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
PANKOPF TONIA L

(Last) (First) (Middle)
C/O 3603 HAVEN AVENUE
SUITE E

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2012
3. Issuer Name and Ticker or Trading Symbol
LANDEC CORP \CA\ [ LNDC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Nonstatutory Stock Options(Right to buy) 11/13/2012 11/13/2019 Common Stock 10,000 9.01 D
Restrictive Stock Unit (RSU) 11/13/2012 (1) Common Stock 3,333 (2) D
Explanation of Responses:
1. Restriced Stock Units will vest on the 3rd anniversary of the grant date and will be automatically settled in shares of common stock subject to vesting at a rate of 1 share per unit.
2. The Restricted Stock Units convert into Common Stock of Landec Corporation on a 1 for 1 basis.
/s/ Shelley A Hilt as Attorney-in-Fact 11/20/2012
** Signature of Reporting Person Date
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 5 (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.
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POWER OF ATTORNEY

Landec Corporation
3603 Haven Avenue
Menlo Park, CA 94025
Ph: (650) 306-1650
FX: (650) 368-9818
Landec.com


I hereby constitute and appoint each of Gregory Skinner and Shelley Hilt as my
true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned,in the undersigned's capacity
as an officer and/or director of Landec Corporation (the "Company"), Forms 3,4
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934,
as amended (the "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 Form 3,4 or 5
and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority: and

(3) take any other action of any type whatsoever in connection with the fore-
going 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 under-
stood that the documents executed by such attomey-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditionsas such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each of the 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 under-
signed might or could do if personally present, with full power of substitution
or revocation,hereby ratifying and confirming all the acts such attorney-in-
fact shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The undersigned acknowledges that
each of the foregoing attorneys-in-file,in serving in such capacity at the
request of the undersigned,is not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3,4 and 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 each
of the foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date set forth below.




By:

Print Name: 	Tonia Pankopf

Date:


307451023