Sec Form 4 Filing - SMOLYANSKY JULIE @ Lifeway Foods, Inc. - 2025-03-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SMOLYANSKY JULIE
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
(Last) (First) (Middle)
C/O LIFEWAY FOODS, INC., 6431 OAKTON STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2025
(Street)
MORTON GROVE, IL60053
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/07/2025 A 119,292 ( 1 ) A $ 0 ( 2 ) 2,235,225 D
Common Stock, no par value 03/07/2025 F 52,742 ( 3 ) D $ 21.2 2,182,483 D
Common Stock, no par value 22,216 I See footnote ( 4 )
Common Stock, no par value 5,122 I See footnote ( 5 )
Common Stock, no par value 500,000 I See footnote ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 7 ) ( 7 ) ( 7 ) Common Stock 12,138 12,138 D
Restricted Stock Units ( 8 ) ( 8 ) ( 8 ) Common Stock 24,224 24,224 D
Restricted Stock Units ( 9 ) ( 9 ) ( 9 ) Common Stock 13,334 13,334 D
Restricted Stock Units ( 10 ) ( 10 ) ( 10 ) Common Stock 970 970 I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMOLYANSKY JULIE
C/O LIFEWAY FOODS, INC.
6431 OAKTON STREET
MORTON GROVE, IL60053
X X CEO, President and Secretary
Signatures
/s/ Julie Smolyansky 03/11/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 31, 2022, the Reporting Person was granted performance share units ("PSUs"), the vesting of which was subject to the achievement of certain 3-year cumulative revenue criteria and 3-year cumulative adjusted EBITDA criteria. In light of the performance based conditions of the award, the award was not reportable under Section 16 until the performance-based conditions were certified by the Issuer's Compensation Committee. Such certification occurred on March 7, 2025.
( 2 )PSUs convert into common stock on a one-for-one basis.
( 3 )No stock was sold. Such shares were surrendered to the issuer in connection with tax withholding obligations of the Reporting Person.
( 4 )Held for the benefit of minor children.
( 5 )Held by the Reporting Person's spouse.
( 6 )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.
( 7 )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, 2026 and 6,068 will vest on January 10, 2027, contingent on the Reporting Person's continued service on each applicable vesting date.
( 8 )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.
( 9 )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.
( 10 )Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 486 will vest on January 10, 2026 and 484 will vest on January 10, 2027, contingent on the Reporting Person's spouse's continued service on each applicable vesting date. The grant of these restricted stock units to the Reporting Person's spouse was inadvertently omitted from prior reports.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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