0001683168-24-001003.txt : 20240214
0001683168-24-001003.hdr.sgml : 20240214
20240214181720
ACCESSION NUMBER: 0001683168-24-001003
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240110
FILED AS OF DATE: 20240214
DATE AS OF CHANGE: 20240214
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SMOLYANSKY JULIE
CENTRAL INDEX KEY: 0001227846
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-17363
FILM NUMBER: 24641165
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Lifeway Foods, Inc.
CENTRAL INDEX KEY: 0000814586
STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020]
ORGANIZATION NAME: 04 Manufacturing
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
2024-01-10
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
2127081
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
2024-01-10
4
A
0
18208
0
A
Common Stock
18208
18208
D
Restricted Stock Units
Common Stock
36337
36337
D
Restricted Stock Units
Common Stock
26667
26667
D
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, 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. 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, 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.
/s/ Julie Smolyansky
2024-02-14