Filing Details

Accession Number:
0001683168-22-008399
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-12-13 18:45:23
Reporting Period:
2022-12-12
Accepted Time:
2022-12-13 18:45:23
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
814586 Lifeway Foods Inc. LWAY Dairy Products (2020) 363442829
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1227846 Julie Smolyansky C/O Lifeway Foods, Inc.
6431 Oakton Street
Morton Grove IL 60053
Ceo, President And Secretary Yes Yes Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, No Par Value Acquisiton 2022-12-12 2,000 $6.75 2,153,748 No 4 P Direct
Common Stock, No Par Value Acquisiton 2022-12-13 1,000 $6.72 2,154,748 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
No 4 P Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock, No Par Value 22,216 Indirect See Footnote
Common Stock, No Par Value 4,636 Indirect See Footnote
Common Stock, No Par Value 500,000 Indirect See Footnote
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock Restricted Stock Units $0.00 40,000 40,000 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
40,000 40,000 Direct
Footnotes
  1. Includes (i) an award of 47,099 shares of restricted stock which will vest immediately upon issuance and (ii) a time-based restricted stock award of 125,000 shares of which 41,667 shares will vest immediately upon issuance, 41,667 shares will vest on April 20, 2023 and 41,666 shares will vest on April 20, 2024 and (iii) an award of 149,198 shares of restricted stock of which 48,733 shares will vest immediately upon issuance, 48,733 shares will vest on April 29, 2023 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.
  2. The issuance of all shares of restricted stock listed in Footnote 1 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").
  3. Held for the benefit of minor children.
  4. Held by the Reporting Person's spouse.
  5. 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.
  6. 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, 2023, 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.