CEO, President and Secretary Smolyansky Julie converted options into 12,113 shares and covered exercise/tax liability with 5,278 shares, increasing direct ownership by 0.32% to 2,139,318 units (SEC Form 4)
$LWAY
Packaged Foods
Consumer Staples
| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Lifeway Foods, Inc. [ LWAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/16/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/16/2025 | M | 12,113 | A | $0 | 2,144,596 | D | |||
| Common Stock, no par value | 06/16/2025 | F | 5,278(1) | D | $25.08 | 2,139,318 | D | |||
| Common Stock, no par value | 22,216 | I | See footnote(2) | |||||||
| Common Stock, no par value | 5,122 | I | See footnote(3) | |||||||
| Common Stock, no par value | 500,000 | I | See footnote(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | 06/16/2025 | M | 12,113 | (5) | (5) | Common Stock | 12,113 | $0 | 12,111 | D | ||||
| Restricted Stock Units | (6) | (6) | (6) | Common Stock | 12,138 | 12,138 | D | ||||||||
| Restricted Stock Units | (7) | (7) | (7) | Common Stock | 13,334 | 13,334 | D | ||||||||
| Restricted Stock Units | (8) | (8) | (8) | Common Stock | 10,191 | 10,191 | D | ||||||||
| Restricted Stock Units | (9) | (9) | (9) | Common Stock | 970 | 970 | I | See footnote(3) | |||||||
| Restricted Stock Units | (10) | (10) | (10) | Common Stock | 1,019 | 1,019 | I | See footnote(3) | |||||||
| Explanation of Responses: |
| 1. No stock was sold. Such shares were surrendered to the issuer in connection with tax withholding obligations of the Reporting Person. |
| 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. The remaining restricted stock units will vest on June 16, 2026, contingent on the Reporting Person's continued service on the vesting date. |
| 6. 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. |
| 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. |
| 8. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 3,397 will vest on March 28, 2026, 3,397 will vest on March 28, 2027, and 3,397 will vest on March 28, 2028, 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. 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. |
| 10. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 340 will vest on March 28, 2026, 340 will vest on March 28, 2027, and 339 will vest on March 28, 2028, contingent on the Reporting Person's spouse's continued service on each applicable vesting date. |
| /s/ Julie Smolyansky | 06/18/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||