Julie Smolyansky - Jan 10, 2024 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: Jan 10, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/14/2024, 06:17 PM
Previous filing: Dec 7, 2023
Next filing: Mar 28, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	LWAY	Common Stock, no par value						2.13M	Jan 10, 2024	Direct	F1, F2
holding	LWAY	Common Stock, no par value						22.2K	Jan 10, 2024	See footnote	F3
holding	LWAY	Common Stock, no par value						4.64K	Jan 10, 2024	See footnote	F4
holding	LWAY	Common Stock, no par value						500K	Jan 10, 2024	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
transaction	LWAY	Restricted Stock Units	Award	$0	+18.2K		$0.00	18.2K	Jan 10, 2024	Common Stock	18.2K		Direct	F6
holding	LWAY	Restricted Stock Units						36.3K	Jan 10, 2024	Common Stock	36.3K		Direct	F7
holding	LWAY	Restricted Stock Units						26.7K	Jan 10, 2024	Common Stock	26.7K		Direct	F8

* 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 60,432 shares of restricted stock which will vest immediately upon issuance, (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.
F2	The issuance of all shares 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, 6,070 will vest on January 10, 2025, 6,070 will vest on January 10, 2026 and 6,068 will vest on January 10, 2027, 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.
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, 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.