Form 4 for LWAY Lifeway Foods, Inc.
Accepted 2023-08-22 00:00:00 ET · period of report 2023-06-16 · accession 0001683168-23-005983 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-08-22 | 2023-08-18 | LWAY | SMOLYANSKY JULIE | CEO, Pres, Sec, Dir, 10% | S - Sale | $8.36 | -13.0K | 2.14M | -0.6% | -$108.7K |
| D | 2023-08-22 | 2023-06-16 | LWAY | SMOLYANSKY JULIE | CEO, Pres, Sec, Dir, 10% | A - Grant | $0.00 | +36.3K | 36.3K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, no par value | 2023-08-18 | S | D | 13,000 | $8.36 | 2,143,748 | D | — | — | (F1) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.31 to $8.62 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. (F3) The issuance of all shares of restricted stock listed in Footnote 1 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"). (F2) Includes (i) an award of 47,099 shares of restricted stock which will vest immediately upon issuance and (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. |
| 2 | Derivative | Restricted Stock Units | 2023-06-16 | A | A | 36,337 | $0.00 | 36,337 | D | — · — to — | 36,337 Common Stock | (F7) 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. |