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 *

Frandsen Mark C 		2. Issuer Name and Ticker or Trading Symbol

MONTEREY GOURMET FOODS [ PSTA ] 		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)

1528 MOFFETT STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/11/2009
(Street)

SALINAS, CA 93905
(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
Common Stock   12/11/2009     U    5000   (1) D $2.70   0   (1) 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
Stock Options   $1.70   12/14/2009   12/14/2009   U         4166      (2)   (2) Stock Options     (2) $1.00   0   D    
Stock Options   $1.12   12/14/2009   12/14/2009   U         5000      (2)   (2) Stock Options     (2) $1.03   0   D    

Explanation of Responses:
( 1)  All shares held by the filing person were paid for in connection with the change of control which occurred upon the acceptance of shares pursuant to the tender off (the "Offer"), which was launched in connection with the Agreement and Plan of Merger, dated as of October 8, 2009 (the "Merger Agreement"), by and among Pulmuone U.S.A., Inc. ("Parent"), Pulmuone Cornerstone Corporation, a wholly owned subsidiary of Parent ("Purchaser"), and Monterey Gourmet Foods, Inc. (the "Company"). On December 11, 2009, all shares which were tendered by the filing person in connection with the Offer were accepted for payment by Purchaser.
( 2)  Pursuant to the Merger Agreement, all options held by the filing person were canceled in connection with the merger of Purchaser with and into the Company, effective December 14, 2009, in exchange for the right to receive cash equal to the product of (x) the excess, if any, of the merger consideration of $2.70 per share over the exercise price per share of the option multiplied by (y) the number of shares subject to the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Frandsen Mark C
1528 MOFFETT STREET
SALINAS, CA 93905 		X



Signatures
/s/ Mark C. Frandsen 12/14/2009
** 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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