CUSIP No. 0005147661 Page 1 of 5 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILES PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)[FN1]
LANDEC CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
0005147661
(CUSIP Number)
DECEMBER 31, 1999
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which
this Schedule is Filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
--------
[FN1] 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 disclosures provided in a prior cover page. The
information required on the reminder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the
Act.
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CUSIP No. 0005147661 Page 2 of 5 Pages
1) Name of Reporting Person Domain Partners
I.R.S. Identification II, L.P.
No. of Above Person
(ENTITIES ONLY)
2) Check the Appropriate Box (a) [ X ]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Citizenship or Place Delaware
of Organization
Number of 5) Sole Voting 793,951 shares
Shares Beneficially Power of Common Stock
Owned by Each
Reporting Person
With
6) Shared Voting
Power -0-
7) Sole Disposi- 793,951 shares
tive Power of Common Stock
8) Shared Dis-
positive Power -0-
9) Aggregate Amount Beneficially 793,951 shares
Owned by Each Reporting person of Common Stock
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
11) Percent of Class
Represented by 6.0%
Amount in Row (9)
12) Type of Reporting
Person PN
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CUSIP No. 0005147661 Page 3 of 5 Pages
1) Name of Reporting Person Domain Associates,
I.R.S. Identification L.L.C.
No. of Above Person
(ENTITIES ONLY)
2) Check the Appropriate Box (a) [ X ]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Citizenship or Place Delaware
of Organization
Number of 5) Sole Voting 24,890 shares
Shares Beneficially Power of Common Stock
Owned by Each (including 22,247
Reporting Person issuable upon exer-
With cise of options)
6) Shared Voting
Power -0-
7) Sole Disposi- 24,890 shares
tive Power of Common Stock
(including 22,247
issuable upon exer-
cise of options)
8) Shared Dis-
positive Power -0-
9) Aggregate Amount Beneficially 24,890 shares
Owned by Each Reporting person of Common Stock
(including 22,247
issuable upon exer-
cise of options)
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
11) Percent of Class
Represented by 0.2%
Amount in Row (9)
12) Type of Reporting
Person OO
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CUSIP No. 0005147661 Page 4 of 5 Pages
AMENDMENT NO. 3 TO SCHEDULE 13G
Reference is hereby made to the statement on Schedule 13G originally
filed on February 12, 1997, Amendment No. 1 thereto filed on February 6, 1998
and Amendment No. 2 thereto filed on February 9, 1999 (as so amended, the
"Schedule 13G"). Terms used in the Schedule 13G are used herein as so defined.
The following Items of the Schedule 13G are hereby amended and
restated to read in their entirety as follows:
Item 4 - Ownership.
(a) Amount Beneficially Owned:
Domain II: 793,951 shares of Common Stock
DA: 24,890 shares of Common Stock (including 22,247
shares issuable upon exercise of options)
(b) Percent of Class:
Domain II: 6.0%
DA: 0.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Domain II: 793,951 shares of Common Stock DA: 24,890 shares of Common
Stock (including 22,247 shares issuable upon exercise of options)
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the
disposition of:
Domain II: 793,951 shares of Common Stock DA: 24,890 shares of Common
Stock (including 22,247 shares issuable upon exercise of options)
(iv) shared power to dispose or to direct the
disposition of: -0-
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CUSIP No. 0005147661 Page 5 of 5 Pages
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.
DOMAIN PARTNERS II, L.P.
By: One Palmer Square Associates
II L.P., General Partner
By /S/ KATHLEEN K. SCHOEMAKER
Attorney-in-Fact
DOMAIN ASSOCIATES, L.L.C.
By /S/ KATHLEEN K. SCHOEMAKER
Managing Member
Date: February 2, 2000
