Julie Smolyansky - May 17, 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
May 17, 2024
Transactions value $
-$542,554
Form type
4
Date filed
5/21/2024, 05:46 PM
Previous filing
Mar 28, 2024
Next filing
Jun 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LWAY Common Stock, no par value Sale -$184K -10K -0.47% $18.37 2.1M May 17, 2024 Direct F1, F2
transaction LWAY Common Stock, no par value Sale -$184K -10K -0.48% $18.44 2.09M May 17, 2024 Direct F1
transaction LWAY Common Stock, no par value Sale -$174K -10.1K -0.48% $17.26 2.08M May 20, 2024 Direct F1
holding LWAY Common Stock, no par value 22.2K May 17, 2024 See footnote F3
holding LWAY Common Stock, no par value 4.64K May 17, 2024 See footnote F4
holding LWAY Common Stock, no par value 500K May 17, 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
holding LWAY Restricted Stock Units 18.2K May 17, 2024 Common Stock 18.2K Direct F6
holding LWAY Restricted Stock Units 36.3K May 17, 2024 Common Stock 36.3K Direct F7
holding LWAY Restricted Stock Units 26.7K May 17, 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 an award of 334,630 shares of restricted stock which are issuable upon 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").
F2 The number of securities shown reflects a correction of an inadvertent error in the Reporting Person's previous Form 4.
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.