Julie Smolyansky - Dec 16, 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 16, 2022
Transactions value $: $11,560
Form type: 4
Date filed: 12/20/2022, 01:36 PM
Previous filing: Dec 13, 2022
Next filing: Aug 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LWAY	Common Stock, no par value	Purchase	$11.6K	+2K	+0.09%	$5.78	2.16M	Dec 16, 2022	Direct	F1, F2
holding	LWAY	Common Stock, no par value						22.2K	Dec 16, 2022	See Footnote	F3
holding	LWAY	Common Stock, no par value						4.64K	Dec 16, 2022	See Footnote	F4
holding	LWAY	Common Stock, no par value						500K	Dec 16, 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 16, 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.