Sec Form 4 Filing - SCHER JASON SCOTT @ Lifeway Foods, Inc. - 2023-08-12

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 SCHER JASON SCOTT 2. Issuer Name and Ticker or Trading Symbol Lifeway Foods, Inc. [ LWAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O LIFEWAY FOODS, INC., 6431 OAKTON STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2023 (Street) MORTON GROVE, IL60053 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, no par value 24,567 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 Restricted Stock Units ( 1 ) ( 2 ) 08/12/2023 D 1,786 ( 1 ) ( 1 ) Common Stock 1,786 ( 1 ) 1,785 D Restricted Stock Units ( 3 ) ( 4 ) 08/31/2023 D 1,600 ( 3 ) ( 3 ) Common Stock 1,600 ( 3 ) 3,200 D Phantom Stock ( 2 ) ( 5 ) 08/12/2023 A 1,785 ( 6 ) ( 6 ) Common Stock 1,785 ( 5 ) 38,840 ( 7 ) D Phantom Stock ( 3 ) ( 5 ) 08/31/2023 A 1,600 ( 6 ) ( 6 ) Common Stock 1,600 ( 5 ) 40,440 D Restricted Stock Units ( 8 ) 08/31/2023 A 4,652 ( 8 ) ( 8 ) Common Stock 4,652 ( 8 ) 4,652 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHER JASON SCOTT C/O LIFEWAY FOODS, INC. 6431 OAKTON STREET MORTON GROVE, IL60053 X Signatures /s/ Eric Hanson, as attorney-in-fact 09/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right once vested and as soon as practicable after the Reporting Person no longer serves as director to receive one share of Issuer's common stock. Such RSUs were granted upon conversion of the Reporting Person's Board of Director compensation in fiscal year 2021 into RSUs. 1,785 will vest and become non-forfeitable on August 12, 2024 and will be forfeited if the Reporting Person's service as director terminates for any reason other than his death or disability or a change in control of the Company. ( 2 )In connection with the vesting on August 12, 2023 of RSUs previously granted to the Reporting Person, the Reporting Person's receipt of 1,785 shares of common stock was deferred resulting in the Reporting Person's receipt instead of 1,785 shares of phantom stock pursuant to the Company's Non-Employee Director Equity and Deferred Compensation Plan (the "Director Plan"). The Reporting Person is therefore reporting the disposition of 1,785 RSUs in exchange for an equal number of shares of phantom stock. ( 3 )Each RSU has a value equal to one share of common stock. Of such restricted stock units, 1,600 will vest on each of August 31, 2024 and 2025, contingent on the Reporting Person's continued service as a Director on each applicable vesting date. ( 4 )In connection with the vesting on August 31, 2023 of RSUs previously granted to the Reporting Person, the Reporting Person's receipt of 1,600 shares of common stock was deferred resulting in the Reporting Person's receipt instead of 1,600 shares of phantom stock pursuant to the Director Plan. The Reporting Person is therefore reporting the disposition of 1,600 RSUs in exchange for an equal number of shares of phantom stock. ( 5 )Each share of phantom stock represents a right to receive one share of common stock. ( 6 )The phantom stock becomes payable on the date that the Reporting Person no longer serves as a director of the Company. ( 7 )Amount includes a ministerial change to reflect 37,054 shares of phantom stock previously reported as vested RSUs. ( 8 )Each RSU has a value equal to one share of common stock. Of such RSUs, 1,551 will vest on each of August 31, 2024 and 2025 and 1,550 will vest on August 31, 2026, contingent on the Reporting Person's continued service as a Director on each applicable vesting date.

Remarks: EX-24. Power of Attorney, dated as of January 13, 2023.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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