Julie Smolyansky - Aug 31, 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
Aug 31, 2024
Transactions value $
$0
Form type
4
Date filed
9/4/2024, 06:47 PM
Previous 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 Options Exercise $0 +13.3K +0.64% $0.00 2.11M Aug 31, 2024 Direct F1
holding LWAY Common Stock, no par value 22.2K Aug 31, 2024 See footnote F2
holding LWAY Common Stock, no par value 4.64K Aug 31, 2024 See footnote F3
holding LWAY Common Stock, no par value 500K Aug 31, 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 -13.3K -50% $0.00 13.3K Aug 31, 2024 Common Stock 13.3K Direct F7
holding LWAY Restricted Stock Units 18.2K Aug 31, 2024 Common Stock 18.2K Direct F5
holding LWAY Restricted Stock Units 24.2K Aug 31, 2024 Common Stock 24.2K 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.