Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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LIFEWAY FOODS, INC. (Name of Issuer) |
Common Stock, no par value (Title of Class of Securities) |
531914109 (CUSIP Number) |
Samantha Loh Danone S.A., 59-61 rue La Fayette Paris, I0, 75009 33 1 44 35 20 20 Nancy Dowling Danone USA Public Benefit Corporation, 1 Maple Avenue White Plains, NY, 10605 (914) 872 8400 Joshua R. Cammaker Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street New York, NY, 10019 (212) 403 1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/19/2026 (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.
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 (“Act”) 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).
SCHEDULE 13D
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| CUSIP No. | 531914109 |
| 1 |
Name of reporting person
Danone S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 531914109 |
| 1 |
Name of reporting person
Danone USA Public Benefit Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, no par value | |
| (b) | Name of Issuer:
LIFEWAY FOODS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
6431 West Oakton Street, Morton Grove,
ILLINOIS
, 60053. | |
Item 1 Comment:
This Schedule 13D is intended to serve as Amendment No. 12 to the Schedule 13D (File No. 005-50073) relating to the common stock, no par value (the "Common Stock"), of Lifeway Foods, Inc., an Illinois corporation ("Lifeway" or the "Issuer"), filed by Groupe Danone and Danone Foods, Inc. on October 12, 1999 (the "Initial Filing"), as amended by Amendment No. 1 to Schedule 13D filed on October 29, 1999, Amendment No. 2 to Schedule 13D filed on November 10, 1999, Amendment No. 3 to Schedule 13D filed on January 5, 2000, Amendment No. 4 to Schedule 13D filed by Danone S.A. and Danone North America PBC on September 23, 2024, Amendment No. 5 to Schedule 13D filed by Danone S.A. and Danone North America PBC on November 15, 2024, Amendment No. 6 to Schedule 13D filed by Danone S.A. and Danone North America PBC on November 15, 2024, Amendment No. 7 to Schedule 13D filed by Danone S.A. and Danone North America PBC on December 30, 2024, Amendment No. 8 to Schedule 13D filed by Danone S.A. and Danone North America PBC on March 3, 2025, Amendment No. 9 to the Schedule 13D filed by Danone S.A. and Danone North America PBC on August 1, 2025, Amendment No. 10 to the Schedule 13D filed by Danone S.A. and Danone North America PBC on September 18, 2025, and Amendment No. 11 to the Schedule 13D filed by Danone S.A. and Danone North America PBC on September 30, 2025 (the Initial Filing together with Amendments Nos. 1-11, the "Original Schedule 13D"). Capitalized terms used but not defined herein have the respective meanings given to them in the Original Schedule 13D and, except as otherwise provided below, the Original Schedule 13D is incorporated herein by reference. This Amendment No. 12 is being filed to amend the Original Schedule 13D to indicate that Danone USA Public Benefit Corporation (formerly known as Danone North America PBC) and Danone S.A. no longer beneficially own any securities of the Issuer and therefore shall cease to be reporting persons. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended and restated as follows: As of May 19, 2026, the reporting persons no longer beneficially own any shares of Common Stock. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and restated as follows: On May 19, 2026, Danone S.A.'s wholly owned subsidiary, Danone USA Public Benefit Corporation, completed the sale of Danone USA Public Benefit Corporation's holdings in the Issuer. Danone S.A. previously disclaimed any indirect beneficial ownership of Common Stock of the Issuer and, as a result of this transaction, Danone USA Public Benefit Corporation no longer has beneficial ownership of any of the Common Stock of the Issuer. Danone USA Public Benefit Corporation and Danone S.A. are filing this Amendment as a final amendment to the Original Schedule 13D. Danone USA Public Benefit Corporation only retains voting power over the shares of Common Stock in respect of matters where there is a record date prior to May 19, 2026. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and restated as follows: As of May 19, 2026, the reporting persons no longer beneficially own any shares of Common Stock. | |
| (b) | 0 | |
| (c) | Item 4 of this Amendment is incorporated by reference herein. | |
| (d) | Not applicable. | |
| (e) | May 19, 2026. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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