Filing Details
- Accession Number:
- 0001072613-16-000726
- Form Type:
- 13D Filing
- Publication Date:
- 2016-03-15 18:50:34
- Filed By:
- Smolyansky Ludmila
- Company:
- Lifeway Foods Inc. (NASDAQ:LWAY)
- Filing Date:
- 2016-03-16
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Ludmila Smolyansky | 6,767,968 | 0 | 6,767,968 | 0 | 6,767,968 | 41.8% |
| Julie Smolyansky | 517,868 | 500,000 | 517,868 | 500,000 | 1,017,868 | 6.3% |
| Edward Smolyansky | 261,515 | 500,000 | 261,515 | 500,000 | 761,515 | 4.7% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 6)
Under the Securities Exchange Act of 1934*
LIFEWAY FOODS, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
531914109
(CUSIP Number)
Julie Smolyansky, CEO
Lifeway Foods, Inc.
6431 West Oakton St.
Morton Grove, IL 60053
(847) 967-1010
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 531914109 | 13D | Page 2 of 10 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ludmila Smolyansky | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | x | |||
| (b) | ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | SOURCE OF FUNDS OO | |||||
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | ||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 6,767,968 | ||||
| 8. | SHARED VOTING POWER -0- | |||||
| 9. | SOLE DISPOSITIVE POWER 6,767,968 | |||||
| 10. | SHARED DISPOSITIVE POWER -0- | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,767,968 | |||||
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.8% | |||||
| 14. | TYPE OF REPORTING PERSON IN | |||||
| CUSIP No. 531914109 | 13D | Page 3 of 10 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Julie Smolyansky | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | x | |||
| (b) | ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | SOURCE OF FUNDS OO | |||||
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | ||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 517,868 | ||||
| 8. | SHARED VOTING POWER 500,0001 | |||||
| 9. | SOLE DISPOSITIVE POWER 517,868 | |||||
| 10. | SHARED DISPOSITIVE POWER 500,0001 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,017,868 | |||||
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | |||||
| 14. | TYPE OF REPORTING PERSON IN | |||||
_________________
1 Consists of shares held by Smolyansky Family Holdings, LLC (the “LLC”), of which the Reporting Person is a 50% owner. The Reporting Person disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
| CUSIP No. 531914109 | 13D | Page 4 of 10 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Edward Smolyansky | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | x | |||
| (b) | ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | SOURCE OF FUNDS OO | |||||
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | ||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 261,515 | ||||
| 8. | SHARED VOTING POWER 500,0002 | |||||
| 9. | SOLE DISPOSITIVE POWER 261,515 | |||||
| 10. | SHARED DISPOSITIVE POWER 500,0002 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 761,515 | |||||
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% | |||||
| 14. | TYPE OF REPORTING PERSON IN | |||||
_________________
2 Consists of shares held by the LLC, of which the Reporting Person is a 50% owner. The Reporting Person disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
| DATE | REPORTING PERSON | AMOUNT ACQUIRED (DISPOSED) | PRICE PER SHARE | TYPE OF TRANSACTION |
| December 12, 2015 | Ludmila Smolyansky | (30,000) | $11.64 | Privately negotiated transaction. |
| December 20, 2015 | Ludmila Smolyansky | (14,731) | $0 | Gift (disposition) |
| December 20, 2015 | Ludmila Smolyansky | 10,000 | $0 | Gift (acquisition) |
| February 3, 2015 | Ludmila Smolyansky | (3,000) | $12.09 | Open market sale |
| February 4, 2015 | Ludmila Smolyansky | (5,000) | $12.02 | Open market sale |
| December 20, 2015 | Julie Smolyansky | 1,200 | $0 | Gift (acquisition) |
| December 30, 2015 | Julie Smolyansky | (2,466) | $0 | Gift (disposition) |
| December 30, 2015 | Julie Smolyansky (for the benefit of minor children) | 2,446 | $0 | Gift (acquisition) |
| December 22, 2015 | Edward Smolyansky | 777 | $0 | Gift (acquisition) |
| January 1, 2016 | Edward Smolyansky | (10,000) | $11.18 | Open market sale |
| January 6, 2016 | Edward Smolyansky | (5,000) | $11.20 | Open market sale |
| January 7, 2016 | Edward Smolyansky | (2,900) | $11.34 | Open market sale |
| January 7, 2016 | Edward Smolyansky | (2,528) | $11.33 | Open market sale |
| January 7, 2016 | Edward Smolyansky | (181) | $11.32 | Open market sale |
| January 7, 2016 | Edward Smolyansky | (200) | $11.31 | Open market sale |
| January 7, 2016 | Edward Smolyansky | (4,091) | $11.30 | Open market sale |
| January 7, 2016 | Edward Smolyansky | (100) | $11.29 | Open market sale |
| January 8, 2016 | Edward Smolyansky | (5,000) | $11.33 | Open market sale |
| CUSIP No. 531914109 | 13D | Page 10 of 10 Pages |
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Dated: March 15, 2016 | |||
| By: | /s/ Ludmila Smolyansky | ||
| Ludmila Smolyansky | |||
| Dated: March 15, 2016 | |||
| By: | /s/ Julie Smolyansky | ||
| Julie Smolyansky | |||
| Dated: March 15, 2016 | | ||
| By: | /s/ Edward Smolyansky | ||
| Edward Smolyansky | |||