Statement of Changes in Beneficial Ownership (4)
13 Julho 2022 - 1:51PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
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Hanson Eric A |
2. Issuer Name and Ticker or Trading Symbol
Lifeway Foods, Inc.
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LWAY
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Fin and Acctg Officer |
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(Last)
(First)
(Middle)
C/O LIFEWAY FOODS, INC., 6431 OAKTON STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/29/2021 |
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(Street)
MORTON GROVE, IL 60053
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, no par value | 4/29/2021 | | F | | 2516 (1) | A | $5.1 | 31615 (2) | D | |
| Common Stock, no par value | 4/20/2022 | | A | | 11846 (3) | A | $0 | 43461 | D | |
| Common Stock, no par value | 4/20/2022 | | F | | 6975 (4) | D | $6.0 | 36486 | D | |
| Common Stock, no par value | 4/20/2022 | | A | | 18958 (5) | A | $0 | 55444 | D | |
| Common Stock, no par value | 4/20/2022 | | F | | 2319 (6) | D | $6.0 | 53125 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Explanation of Responses: |
| (1) | No stock was sold. In connection with the grant of 11,702 shares of restricted stock earned under the 2019 LTIP for the 2019 and 2020 performance periods, the Company withheld a total of 2,516 shares to satisfy a payroll tax liability incident to the issuance of vested shares. |
| (2) | Adjusted to reflect a correction to an inadvertent overstatement of 4,077 shares of common stock in Reporting Person's grant and beneficial ownership on his previously filed Form 4. |
| (3) | Represents a grant of restricted stock earned under the Company's 2019 Long Term Incentive Program (the "2019 LTIP) for the 2021 performance period and issued pursuant to the Company's 2015 Omnibus Incentive Plan. All issued shares of restricted stock earned in the 2021 performance period vest immediately upon issuance. |
| (4) | No stock was sold. In connection with the issuance of 16,680 shares of stock vested under the 2019 LTIP, the Company withheld a total of 6,975 shares to satisfy a payroll tax liability incident to such issuance. |
| (5) | Represents a time-based restricted stock award under the Company's 2021 equity incentive program pursuant to the Company's 2015 Omnibus Incentive Plan. Of such time-based restricted stock, 6,320 shares will be issued and vest immediately, and 6,319 will be issued on each of April 20, 2023 and April 20, 2024 and vest immediately upon issuance, contingent on the Reporting Person's continued service on the vesting date. |
| (6) | No stock was sold. In connection with the grant of 18,958 shares of restricted stock under the Company's 2021 Long Term Incentive Program, the Company withheld a total of 2,319 shares to satisfy a payroll tax liability incident to the issuance of vested shares. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hanson Eric A
C/O LIFEWAY FOODS, INC.
6431 OAKTON STREET
MORTON GROVE, IL 60053 |
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| Chief Fin and Acctg Officer |
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Signatures
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| /s/ Eric A. Hanson | | 7/13/2022 |
| **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 control number. |
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