Julie Smolyansky - Dec 19, 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: Dec 19, 2024
Transactions value $: $0
Form type: 4
Date filed: 12/23/2024, 07:22 PM
Previous filing: Sep 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LWAY	Common Stock, no par value	Other	$0	0	0%	$0.00	2.11M	Dec 19, 2024	Direct	F1
holding	LWAY	Common Stock, no par value						22.2K	Dec 19, 2024	See Footnote	F2
holding	LWAY	Common Stock, no par value						4.64K	Dec 19, 2024	See Footnote	F3
holding	LWAY	Common Stock, no par value						500K	Dec 19, 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
holding	LWAY	Restricted Stock Units						18.2K	Dec 19, 2024	Common Stock	18.2K		Direct	F5
holding	LWAY	Restricted Stock Units						24.2K	Dec 19, 2024	Common Stock	24.2K		Direct	F6
holding	LWAY	Restricted Stock Units						13.3K	Dec 19, 2024	Common Stock	13.3K		Direct	F7

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

Explanation of Responses:

Id	Content
F1	The total number of shares being reported as beneficially owned by Reporting Person has not changed. On December 19, 2024, the Company issued 283,337 shares of Company common stock (the "Shares") in settlement of compensatory equity awards granted to Reporting Person under the 2015 Omnibus Incentive Plan and the 2022 Omnibus Incentive Plan, or earned, in 2021, 2022, and 2023. The Company had not previously issued the Shares because vesting required consent of Danone North America PBC or an affiliate thereof (collectively, "Danone") under the terms of the Stockholders' Agreement, dated as of October 1, 1999 (as amended, the "Stockholders' Agreement"), by and among Danone, the Company, Reporting Person and the other shareholder parties thereto, to the issuance of shares as equity compensation subject to limited exceptions. As previously disclosed by the Company, the Company believes that the Stockholders' Agreement is void ab initio and, consequently issued the Shares.
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.
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.
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.