Julie Smolyansky - 31 Aug 2024 Form 4 Insider Report for Lifeway Foods, Inc. (LWAY)

Role: CEO, President and Secretary, Director, 10%+ Owner
Signature: /s/ Julie Smolyansky
Issuer symbol: LWAY
Transactions as of: 31 Aug 2024
Net transactions value: $0
Form type: 4
Filing time: 04 Sep 2024, 18:47:01 UTC
Previous filing: 18 Jun 2024
Next filing: 23 Dec 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LWAY	Common Stock, no par value	Options Exercise	$0	+13,333	+0.64%	$0.000000	2,109,863	31 Aug 2024	Direct	F1
holding	LWAY	Common Stock, no par value						22,216	31 Aug 2024	See footnote	F2
holding	LWAY	Common Stock, no par value						4,636	31 Aug 2024	See footnote	F3
holding	LWAY	Common Stock, no par value						500,000	31 Aug 2024	See footnote	F4

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	Options Exercise	$0	-13,333	-50%	$0.000000	13,334	31 Aug 2024	Common Stock	13,333		Direct	F7
holding	LWAY	Restricted Stock Units						18,208	31 Aug 2024	Common Stock	18,208		Direct	F5
holding	LWAY	Restricted Stock Units						24,224	31 Aug 2024	Common Stock	24,224		Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes 286,337 shares of restricted stock, inclusive of the 13,333 shares reported, which are issuable upon receipt by the Company of consent and agreement by DanoneWave PBC ("Danone") that such issuance will not constitute a breach or 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") or upon applicability of certain exemptions under the Stockholders' Agreement.
F2	Held for the benefit of minor children.
F3	Held by the Reporting Person's spouse.
F4	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.
F5	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 or upon applicability of certain exemptions under the Stockholders' Agreement.
F6	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, 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 or upon applicability of certain exemptions under the Stockholders' Agreement.
F7	Each restricted stock unit has a value equal to one share of common stock. The remaining restricted stock units will vest on August 31, 2025, contingent on the Reporting Person's continued service on the 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 or upon applicability of certain exemptions under the Stockholders' Agreement.