Julie Smolyansky - Jun 16, 2023 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
Jun 16, 2023
Transactions value $
-$108,680
Form type
4
Date filed
8/22/2023, 10:55 AM
Previous filing
Dec 20, 2022
Next filing
Sep 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LWAY Common Stock, no par value Sale -$109K -13K -0.6% $8.36 2.14M Aug 18, 2023 Direct F1, F2, F3
holding LWAY Common Stock, no par value 22.2K Jun 16, 2023 See footnote F4
holding LWAY Common Stock, no par value 4.64K Jun 16, 2023 See footnote F5
holding LWAY Common Stock, no par value 500K Jun 16, 2023 See footnote F6

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
transaction LWAY Restricted Stock Units Award $0 +36.3K $0.00 36.3K Jun 16, 2023 Common Stock 36.3K Direct F7
holding LWAY Restricted Stock Units 40K Jun 16, 2023 Common Stock 40K Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.31 to $8.62 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F2 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 83,334 shares will vest immediately upon issuance and 41,666 shares will vest on April 20, 2024 and (iii) an award of 149,198 shares of restricted stock of which 97,466 shares will vest immediately upon issuance 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.
F3 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").
F4 Held for the benefit of minor children.
F5 Held by the Reporting Person's spouse.
F6 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.
F7 Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 12,113 will vest on June 16, 2024, 12,113 will vest on June 16, 2025 and 12,111 will vest on June 16, 2026, 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.
F8 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.