0001683168-23-005983.txt : 20230822 0001683168-23-005983.hdr.sgml : 20230822 20230822105508 ACCESSION NUMBER: 0001683168-23-005983 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230616 FILED AS OF DATE: 20230822 DATE AS OF CHANGE: 20230822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMOLYANSKY JULIE CENTRAL INDEX KEY: 0001227846 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17363 FILM NUMBER: 231191401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Lifeway Foods, Inc. CENTRAL INDEX KEY: 0000814586 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 363442829 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6431 W OAKTON CITY: MORTON GROVE STATE: IL ZIP: 60053 BUSINESS PHONE: 847-967-1010 MAIL ADDRESS: STREET 1: 6431 W OAKTON CITY: MORTON GROVE STATE: IL ZIP: 60053 FORMER COMPANY: FORMER CONFORMED NAME: LIFEWAY FOODS INC DATE OF NAME CHANGE: 19920703 4 1 ownership.xml X0508 4 2023-06-16 0 0000814586 Lifeway Foods, Inc. LWAY 0001227846 SMOLYANSKY JULIE C/O LIFEWAY FOODS, INC. 6431 OAKTON STREET MORTON GROVE IL 60053 1 1 1 0 CEO, President and Secretary 0 Common Stock, no par value 2023-08-18 4 S 0 13000 8.36 D 2143748 D Common Stock, no par value 22216 I See footnote Common Stock, no par value 4636 I See footnote Common Stock, no par value 500000 I See footnote Restricted Stock Units 2023-06-16 4 A 0 36337 0 A Common Stock 36337 36337 D Restricted Stock Units Common Stock 40000 40000 D The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.31 to $8.62 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. 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 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 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"). 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, 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. /s/ Julie Smolyansky 2023-08-22