Julie Smolyansky - Dec 12, 2022 Form 4 Insider Report for Lifeway Foods, Inc. (LWAY)

Role
CEO, President and Secretary, Director, 10%+ Owner
Signature
/s/ Julie Smolyansky
Stock symbol
LWAY
Transactions as of
Dec 12, 2022
Transactions value $
$20,220
Form type
4
Date filed
12/13/2022, 05:45 PM
Previous filing
Sep 2, 2022
Next filing
Dec 20, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LWAY Common Stock, no par value Purchase $13.5K +2K +0.09% $6.75 2.15M Dec 12, 2022 Direct F1, F2
transaction LWAY Common Stock, no par value Purchase $6.72K +1K +0.05% $6.72 2.15M Dec 13, 2022 Direct F1, F2
holding LWAY Common Stock, no par value 22.2K Dec 12, 2022 See Footnote F3
holding LWAY Common Stock, no par value 4.64K Dec 12, 2022 See Footnote F4
holding LWAY Common Stock, no par value 500K Dec 12, 2022 See Footnote F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding LWAY Restricted Stock Units 40K Dec 12, 2022 Common Stock 40K Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes (i) an award of 47,099 shares of restricted stock which will vest immediately upon issuance and (ii) a time-based restricted stock award of 125,000 shares of which 41,667 shares will vest immediately upon issuance, 41,667 shares will vest on April 20, 2023 and 41,666 shares will vest on April 20, 2024 and (iii) an award of 149,198 shares of restricted stock of which 48,733 shares will vest immediately upon issuance, 48,733 shares will vest on April 29, 2023 and 48,732,shares will vest on April 29, 2024, in each case contingent on the Reporting Person's continued service on each applicable vesting date.
F2 The issuance of all shares of restricted stock listed in Footnote 1 is dependent on receipt by the Company of consent and agreement by DanoneWave PBC ("Danone") that such issuance will not constitute a breach of violation of or constitute "New Securities" under that certain Stockholders' Agreement, dated as of October 1, 1999, by and among the Corporation, Danone, Michael Smolyansky and the other stockholders of the Corporation listed therein, as amended by that certain letter agreement dated September 24, 1999 and as further amended from time to time (the "Stockholders Agreement").
F3 Held for the benefit of minor children.
F4 Held by the Reporting Person's spouse.
F5 Held by Smolyansky Holding LLC of which the reporting person is the beneficial owner of 50%. The reporting person disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
F6 Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 13,333 will vest on August 31, 2023, 13,333 will vest on August 31, 2024 and 13,334 will vest on August 31, 2025, contingent on the Reporting Person's continued service on each applicable vesting date. The issuance of shares upon vesting of these restricted stock units is contingent upon receipt by the Company of consent and agreement by Danone that such issuance will not constitute a breach of violation of or constitute "New Securities" under the Stockholders' Agreement.