Home/Filings/4/0001683168-24-008961
4//SEC Filing

SMOLYANSKY JULIE 4

Accession 0001683168-24-008961

CIK 0000814586other

Filed

Dec 22, 7:00 PM ET

Accepted

Dec 23, 7:22 PM ET

Size

12.8 KB

Accession

0001683168-24-008961

Insider Transaction Report

Form 4
Period: 2024-12-19
SMOLYANSKY JULIE
DirectorPresident and CEO
Transactions
  • Other

    Common Stock, no par value

    2024-12-19+02,109,863 total
Holdings
  • Common Stock, no par value

    (indirect: See Footnote)
    4,636
  • Restricted Stock Units

    Common Stock (24,224 underlying)
    24,224
  • Common Stock, no par value

    (indirect: See Footnote)
    22,216
  • Common Stock, no par value

    (indirect: See Footnote)
    500,000
  • Restricted Stock Units

    Common Stock (18,208 underlying)
    18,208
  • Restricted Stock Units

    Common Stock (13,334 underlying)
    13,334
Footnotes (7)
  • [F1]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.
  • [F2]Held for the benefit of minor children.
  • [F3]Held by the Reporting Person's spouse.
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7]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.

Documents

1 file

Issuer

Lifeway Foods, Inc.

CIK 0000814586

Entity typeother

Related Parties

1
  • filerCIK 0001227846

Filing Metadata

Form type
4
Filed
Dec 22, 7:00 PM ET
Accepted
Dec 23, 7:22 PM ET
Size
12.8 KB