SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SMOLYANSKY JULIE (Last) (First) (Middle) C/O LIFEWAY FOODS, INC. 6431 OAKTON STREET (Street) MORTON GROVE IL 60053 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Lifeway Foods, Inc. [ LWAY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) CEO, President and Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 12/19/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, no par value	12/19/2024		J		0(1)	A	$0	2,109,863(1)	D
Common Stock, no par value								22,216	I	See Footnote(2)
Common Stock, no par value								4,636	I	See Footnote(3)
Common Stock, no par value								500,000	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)							(5)	(5)	Common Stock	18,208		18,208	D
Restricted Stock Units	(6)							(6)	(6)	Common Stock	24,224		24,224	D
Restricted Stock Units	(7)							(7)	(7)	Common Stock	13,334		13,334	D

Explanation of Responses:

1. 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.

2. Held for the benefit of minor children.

3. Held by the Reporting Person's spouse.

4. 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.

5. 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.

6. 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.

7. 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.

	/s/ Julie Smolyansky	12/23/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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