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Filing Details

Accession Number:: 0001683168-23-008673
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-12-07 09:45:34
Reporting Period:: 2023-12-05

Accepted Time:: 2023-12-07 09:45:34
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

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, No Par Value	Disposition	2023-12-05	1,200	$14.28	2,140,881	No	4	S	Direct
Common Stock, No Par Value	Disposition	2023-12-06	13,800	$13.54	2,127,081	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	S	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

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Restricted Stock Units	$0.00			36,337	36,337	Direct
Common Stock	Restricted Stock Units	$0.00			26,667	26,667	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	36,337	36,337	Direct
	26,667	26,667	Direct

Footnotes

Includes (i) an award of 60,432 shares of restricted stock which will vest immediately upon issuance, (ii) a time-based restricted stock award of 125,000 shares of which 83,334 shares will vest immediately upon issuance and 41,666 shares will vest on April 20, 2024 and (iii) an award of 149,198 shares of restricted stock of which 97,466 shares will vest immediately upon issuance 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.
The issuance of all shares 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").
Held for the benefit of minor children.
Held by the Reporting Person's spouse.
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.
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.
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.