Sec Form 4 Filing - Fife Steven R @ Lifevantage Corp - 2023-11-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fife Steven R 2. Issuer Name and Ticker or Trading Symbol Lifevantage Corp [ LFVN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 3300 NORTH TRIUMPH BLVD #700 3. Date of Earliest Transaction (MM/DD/YY) 11/06/2023 (Street) LEHI, UT84043 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 11/06/2023 D 199,222 ( 1 ) D $ 0 348,540 D Common Stock ( 2 ) 11/06/2023 A 38,311 ( 3 ) A $ 0 386,851 D Common Stock ( 4 ) 11/06/2023 A 9,715 ( 5 ) A $ 0 396,566 D Common Stock ( 4 ) 11/06/2023 A 68,006 ( 6 ) A $ 0 464,572 D Common Stock ( 2 ) 11/06/2023 A 9,700 ( 7 ) A $ 0 474,272 D Common Stock ( 8 ) 11/06/2023 A 151,196 ( 9 ) A $ 0 625,468 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Performance Stock Units ( 10 ) 11/06/2023 D 68,006 ( 11 ) ( 12 ) ( 12 ) Common Stock 68,006 $ 0 51,004 ( 12 ) D Performance Stock Units ( 10 ) 11/06/2023 D 9,700 ( 13 ) ( 14 ) ( 14 ) Common Stock 9,700 $ 0 29,100 ( 14 ) D Performance Stock Units ( 15 ) ( 10 ) ( 16 ) ( 16 ) Common Stock 151,196 ( 16 ) ( 17 ) 151,196 ( 17 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fife Steven R 3300 NORTH TRIUMPH BLVD #700 LEHI, UT84043 X President and CEO Signatures Alissa Neufeld, Power of Attorney for Steven R. Fife 11/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount reflects the aggregate number of stock units cancelled in exchange for the grant of shares of restricted stock as described in footnotes 3, 5, and 9 of this Form 4. ( 2 )These shares of restricted stock were acquired pursuant to a restricted stock award, which award shall vest, subject to the reporting person's continued service with the Issuer, as follows: (i) 1/3 of the total shares shall vest on each of January 1, 2025, April 1, 2025, and July 1, 2025. ( 3 )These shares of restricted stock were granted in exchange for the cancellation of 38,311 stock units, which were granted to the reporting person on August 18, 2022, as reported in the Form 4 filed by the reporting person on August 22, 2022. ( 4 )These shares of restricted stock were acquired pursuant to a restricted stock award, which award shall vest, subject to the reporting person's continued service with the Issuer, as follows: (i) 1/4 of the total shares shall vest on each of November 6, 2024 , January 1, 2025, April 1, 2025, and July 1, 2025. ( 5 )These shares of restricted stock were granted in exchange for the cancellation of 9,715 stock units, which were granted to the reporting person on November 10, 2022, as reported in the Form 4 filed by the reporting person on November 15, 2022. ( 6 )These shares of restricted stock were granted in exchange for the cancellation of 68,006 performance restricted stock units ("PSUs") granted to the reporting person on August 18, 2022, as reported in the Form 4 filed by the reporting person on August 22, 2022. ( 7 )These shares of restricted stock were granted in exchange for the cancellation of 9,700 PSUs granted to the reporting person on November 10, 2022, as reported in the Form 4 filed by the reporting person on November 15, 2022. ( 8 )These shares of restricted stock were acquired pursuant to a restricted stock award, which award shall vest, subject to the reporting person's continued service with the Issuer, as follows: (i) 62,998 shares shall vest on November 6, 2024, and (ii) 1/12 of the total number of shares shall vest on the first day of each of the seven calendar quarters thereafter. ( 9 )These shares of restricted stock were received in exchange for the cancellation of 151,196 stock units granted to the reporting person on August 24, 2023, as reported in the Form 4 filed by the reporting person on August 28, 2023. ( 10 )PSUs each represent a right to receive one share of Issuer common stock. ( 11 )These PSUs were cancelled on November 6, 2023 in exchange for the grant of new shares of restricted stock, as described in footnote 6 of this Form 4. ( 12 )On August 18, 2022, the reporting person was granted PSUs, which vest as described in the Form 4 filed by the reporting person on August 22, 2022. The reporting person initially reported the number of shares that were eligible to be earned at target-level performance achievement. The performance criteria were achieved at a level above target; accordingly, the reporting person is eligible to earn 133.13% of the target number of stock units. The number of PSUs beneficially owned following this reported transaction has been updated to reflect the new number of stock units the reporting person is eligible to earn. ( 13 )These PSUs were cancelled on November 6, 2023 in exchange for the grant of new shares of restricted stock, as described in footnote 7 of this Form 4. ( 14 )On November 10, 2022, the reporting person was granted PSUs which vest as described in the Form 4 filed by the reporting person on November 15, 2022. The reporting person initially reported the number of shares that were eligible to be earned at target-level performance achievement. The performance criteria were achieved at a level above target; accordingly, the reporting person is eligible to earn 133.13% of the target number of stock units. The number of PSUs beneficially owned following this reported transaction has been updated to reflect the new number of stock units the reporting person is eligible to earn. ( 15 )On August 24, 2023, the reporting person was g ranted 151,196 PSUs (the "Original PSU Award"). On November 6, 2023, the Original PSU Award was amended to provide that upon achievement of the maximum level of the applicable performance criteria, the reporting person may become eligible to earn the lesser of (i) 200% of the target number of units and (ii) 300,000 stock units. ( 16 )The PSUs vest as described in the Form 4 filed by the reporting person on August 28, 2023; provided that upon achievement of the maximum level of the applicable performance criteria, the reporting person may become eligible to earn the lesser of (i) 200% of the target number of units and (ii) 300,000 stock units. ( 17 )No reportable change since the last filing, this is a reiteration of holdings only to report the amendment described in footnote 15 of this Form 4.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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