Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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^*

Feldman Amy M.

(Last)

(First)

(Middle)

C/O LIFEWAY FOODS, INC.

6431 OAKTON STREET

(Street)

MORTON GROVE

60053

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lifeway Foods, Inc. [ LWAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. Exec VP of Sales

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value	08/16/2024		S		8,790	D	$18.5311	22,262	I	By Trust⁽¹⁾
Common Stock, no par value	08/16/2024		S		536	D	$18.4121	21,726	I	By Trust
Common Stock, no par value	08/16/2024		S		501	D	$18.6201	21,225	I	By Trust
Common Stock, no par value	08/16/2024		S		733	D	$18.6213	20,492	I	By Trust
Common Stock, no par value	08/16/2024		S		1,462	D	$18.6905	19,030	I	By Trust
Common Stock, no par value	08/16/2024		S		500	D	$18.7711	18,530	I	By Trust
Common Stock, no par value	08/16/2024		S		426	D	$18.7903	18,104	I	By Trust

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	3,016		3,016	D
Restricted Stock Units	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	3,843		3,843	D
Restricted Stock Units	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	4,044		4,044	D

Explanation of Responses:

1. All shares previously owned directly by the Reporting Person were contributed to the Amy Feldman Trust of which Reporting Person is the sole trustee.

2. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 1,006 will vest on January 10, 2025, 1,006 will vest on January 10, 2026 and 1,004 will vest on January 10, 2027, contingent on the Reporting Person's continued service on each applicable vesting date.

3. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 1,922 shares will vest on June 16, 2025 and 1,921 will vest on June 16, 2026, contingent on the Reporting Person's continued service on each applicable vesting date.

4. Each restricted stock unit has a value equal to one share of common stock. Of such restricted stock units, 2,022 shares will vest on each of August 31, 2024 and 2025, contingent on the Reporting Person's continued service on each applicable vesting date.

	/s/ Eric Hanson, as attorney-in-fact	08/20/2024
	** 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.
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