FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RUNNELLS JOHN E 		2. Issuer Name and Ticker or Trading Symbol

LIFECORE BIOMEDICAL INC [ LCBM ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O THE VERTICAL GROUP, INC., 25 DEFOREST AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/20/2008
(Street)

SUMMIT, NJ 07901
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Voting Common Stock   3/20/2008     S    839500   D $17.00   0   I   See Explanation   (1)
Voting Common Stock   3/20/2008     S    1800   D $17.00   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Non-Qualified Stock Option   $10.82                   11/14/2002   5/22/2012   Common Stock   10000     10000   D    
Non-Qualified Stock Option   $8.12                   11/14/2003   11/14/2012   Common Stock   30000     30000   D    
Non-Qualified Stock Option   $14.12                   7/17/2005   11/17/2015   Common Stock   10000     10000   D    
Non-Qualified Stock Option   $16.79                     (2) 11/16/2016   Common Stock   7500     7500   D    
Non-Qualified Stock Option   $12.46                     (2) 11/14/2017   Common Stock   7500     7500   D    

Explanation of Responses:
( 1)  Represents securities owned by Vertical Fund I, L.P. and Vertical Fund II, L.P. (collectively, the "Funds"). The reporting person is a partner of The Vertical Group, L.P., which is the general partner of the Funds. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission thereof for purposes of Section 16 or for any other purpose.
( 2)  In connection with the commencement of a tender offer to purchase all of the Issuer's Common Stock on February 21, 2008, all outstanding stock options became fully vested and exercisable in their entirety on such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RUNNELLS JOHN E
C/O THE VERTICAL GROUP, INC.
25 DEFOREST AVENUE
SUMMIT, NJ 07901 		X



Signatures
/s/ John E. Runnells 3/24/2008
** 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 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.
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.
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