<SEC-DOCUMENT>0001683168-24-008960.txt : 20241223
<SEC-HEADER>0001683168-24-008960.hdr.sgml : 20241223
<ACCEPTANCE-DATETIME>20241223192136
ACCESSION NUMBER:		0001683168-24-008960
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20241223
DATE AS OF CHANGE:		20241223

SUBJECT COMPANY:	

	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

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-50073
		FILM NUMBER:		241575328

	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

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SMOLYANSKY JULIE
		CENTRAL INDEX KEY:			0001227846
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
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  <headerData>
    <submissionType>SCHEDULE 13D/A</submissionType>
    <previousAccessionNumber>0001072613-03-000714</previousAccessionNumber>
    <filerInfo>
      <filer>
        <filerCredentials>
          <!-- Field: Pseudo-Tag; ID: Name; Data: SMOLYANSKY JULIE -->
          <cik>0001227846</cik>
          <ccc>XXXXXXXX</ccc>
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      <liveTestFlag>LIVE</liveTestFlag>


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  <formData>
    <coverPageHeader>
      <amendmentNo>11</amendmentNo>
      <securitiesClassTitle>Common Stock, no par value</securitiesClassTitle>
      <dateOfEvent>12/19/2024</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0000814586</issuerCIK>
        <issuerCUSIP>531914109</issuerCUSIP>
        <issuerName>Lifeway Foods, Inc.</issuerName>
        <address>
          <com:street1>6431 W OAKTON</com:street1>
          <com:city>MORTON GROVE</com:city>
          <com:stateOrCountry>IL</com:stateOrCountry>
          <com:zipCode>60053</com:zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>Julie Smolyansky</personName>
          <personPhoneNum>847-967-1010</personPhoneNum>
          <personAddress>
            <com:street1>6431 OAKTON STREET</com:street1>
            <com:city>MORTON GROVE</com:city>
            <com:stateOrCountry>IL</com:stateOrCountry>
            <com:zipCode>60053</com:zipCode>
          </personAddress>
        </notificationInfo>
      </authorizedPersons>
    </coverPageHeader>
    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0001227846</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Julie Smolyansky</reportingPersonName>
        <fundType>OO</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>IL</citizenshipOrOrganization>
        <soleVotingPower>2138149.00</soleVotingPower>
        <sharedVotingPower>504636.00</sharedVotingPower>
        <soleDispositivePower>2138149.00</soleDispositivePower>
        <sharedDispositivePower>504636.00</sharedDispositivePower>
        <aggregateAmountOwned>2642785.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>17.5</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Stock, no par value</securityTitle>
        <issuerName>Lifeway Foods, Inc.</issuerName>
        <issuerPrincipalAddress>
          <com:street1>6431 W OAKTON</com:street1>
          <com:city>MORTON GROVE</com:city>
          <com:stateOrCountry>IL</com:stateOrCountry>
          <com:zipCode>60053</com:zipCode>
        </issuerPrincipalAddress>
        <commentText>This Amendment No. 11 amends and supplements the Schedule 13D/A No. 10 filed on February 10, 2024 by Julie Smolyansky. This Amendment No. 11 is being filed by Julie Smolyansky for the purpose of providing additional information set forth below.</commentText>
      </item1>
      <item3>
        <fundsSource>Item 3 is amended to add the following: 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.</fundsSource>
      </item3>
      <item4>
        <transactionPurpose>The transactions itemized in Item 3 above were compensatory.

As a substantial shareholder and executive officer and director of the Company, Ms. Smolyansky expects to communicate from time to time in the future to management, the board of directors and other Company shareholders her views as to matters that she believes will benefit the Company and its shareholders.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>The Reporting Person may be deemed for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 2,642,785 shares of Common Stock as of December 19, 2024, which represent 17.5% of the Issuer's outstanding shares of Common Stock.  The 2,642,785 shares consist of (1) 2,120,569 shares of Common Stock owned and held directly by Julie Smolyansky, (2) 6,070 shares of common stock which may be issued to her within 60 days of the date of this Amendment No. 11, (3) 22,216 shares beneficially owned by her on behalf of minor children, (4) 4,636 shares owned by her spouse, and (5) 500,000 shares held by Smolyansky Family Holdings LLC, of which Julie Smolyansky owns 50%. Julie Smolyansky disclaims beneficial ownership of shares held by Smolyansky Family Holdings LLC, except to the extent of any pecuniary interest therein.  Julie Smolyansky has sole voting and dispositive control over the shares ascribed to her, except the 4,636 shares owned by her spouse and 500,000 shares owned by Smolyansky Family Holdings LLC, over which Julie Smolyansky and Edward Smolyansky share voting and dispositive control.

This percentage calculation was based on 15,099,807 shares outstanding as of December 19, 2024 as provided by the Issuer.</percentageOfClassSecurities>
        <numberOfShares>The Reporting Person may be deemed for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 2,642,785 shares of Common Stock as of December 19, 2024, which represent 17.5% of the Issuer's outstanding shares of Common Stock.  The 2,642,785 shares consist of (1) 2,120,569 shares of Common Stock owned and held directly by Julie Smolyansky, (2) 6,070 shares of common stock which may be issued to her within 60 days of the date of this Amendment No. 11, (3) 22,216 shares beneficially owned by her on behalf of minor children, (4) 4,636 shares owned by her spouse, and (5) 500,000 shares held by Smolyansky Family Holdings LLC, of which Julie Smolyansky owns 50%. Julie Smolyansky disclaims beneficial ownership of shares held by Smolyansky Family Holdings LLC, except to the extent of any pecuniary interest therein.  Julie Smolyansky has sole voting and dispositive control over the shares ascribed to her, except the 4,636 shares owned by her spouse and 500,000 shares owned by Smolyansky Family Holdings LLC, over which Julie Smolyansky and Edward Smolyansky share voting and dispositive control.

This percentage calculation was based on 15,099,807 shares outstanding as of December 19, 2024 as provided by the Issuer.</numberOfShares>
        <transactionDesc>There have been no transactions in the shares of Common Stock by the Reporting Person during the past sixty days.</transactionDesc>
      </item5>
      <item6>
        <contractDescription>Ms. Smolyansky previously reported that pursuant to the Shareholder Agreement Julie Smolyansky, Ludmila Smolyansky, Edward Smolyansky (the "Smolyansky Shareholders") have agreed to act together as a group with respect to electing a director nominated by Danone. However, as previously disclosed by the Company, the Company believes that the Stockholders' Agreement is void ab initio and, consequently the Smolyansky Shareholders are no longer required to act together as a group.</contractDescription>
      </item6>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>Julie Smolyansky</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Julie Smolyansky</signature>
          <title>Julie Smolyansky</title>
          <date>12/23/2024</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
  </formData>
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</DOCUMENT>
</SEC-DOCUMENT>
