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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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., 17 boulevard Haussmann Paris, I0, 75009 33 1 44 35 20 20 Nancy Dowling Danone North America PBC, 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) |
12/30/2024 (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)
WC | ||||||||
| 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
3,454,756.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Percentages calculated on the basis of 14,816,470 shares of the Issuer's common stock, no par value, outstanding as of November 6, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the Securities and Exchange Commission on November 14, 2024, and rounded off to the nearest tenth in accordance with instruction 13 of the cover page for Schedule 13D.
SCHEDULE 13D
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| CUSIP No. | 531914109 |
| 1 |
Name of reporting person
Danone North America PBC | ||||||||
| 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)
WC | ||||||||
| 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
3,454,756.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Percentages calculated on the basis of 14,816,470 shares of the Issuer's common stock, no par value, outstanding as of November 6, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the Securities and Exchange Commission on November 14, 2024, and rounded off to the nearest tenth in accordance with instruction 13 of the cover page for Schedule 13D.
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. 7 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, and Amendment No. 6 to Schedule 13D filed by Danone S.A. and Danone North America PBC on November 15, 2024 (the Initial Filing together with Amendments Nos. 1-6, 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. 7 is being filed to amend the Original Schedule 13D as follows: | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Original Schedule 13D is incorporated herein by reference. | |
| (b) | See (a). | |
| (c) | See (a). | |
| (d) | See (a). | |
| (e) | See (a). | |
| (f) | See (a). | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented to add the following:On December 23, 2024, Julie Smolyansky, the Chairperson, Chief Executive Officer, President and Secretary of the Issuer, disclosed in a filing with the Securities and Exchange Commission that Lifeway issued 283,337 shares of its common stock to Ms. Smolyansky (the "Smolyansky Share Issuance"). In the filing, Ms. Smolyansky concedes that the Smolyansky Share Issuance required the consent of Danone North America PBC under the terms of the Stockholders' Agreement to which Danone North America PBC, the Issuer and members of the Smolyansky family (including Ms. Smolyansky) have been party since 1999 (the "Shareholder Agreement"). However, Ms. Smolyansky states that the Issuer, of whom Ms. Smolyansky is the Chairperson and Chief Executive Officer, now believes the Shareholder Agreement has always been void as a matter of law and was never effective in the more than 25 years since it was executed, and therefore decided to initiate the Smolyansky Share Issuance to Ms. Smolyansky without seeking or receiving the consent of Danone North America PBC.Since the Reporting Persons submitted a proposal on September 23, 2024 to acquire the Lifeway shares they do not already own, which proposal remains outstanding at a price of $27.00 per share, Lifeway has responded by, among other things, threatening the Reporting Persons with litigation (which the Reporting Persons believe to be meritless), issuing additional shares of common stock to Ms. Smolyansky, entering into a $2 million cash retention bonus agreement with Ms. Smolyansky, increasing the severance payable to Ms. Smolyansky in connection with a change of control and unilaterally declaring the Shareholder Agreement to be void.In response to the Smolyansky Share Issuance and the other actions described herein, the Reporting Persons sent a letter (the "Notice Letter") to the Issuer's Board of Directors, indicating (1) that the Smolyansky Share Issuance was made in breach of the Shareholder Agreement, and is therefore null, void and of no force and effect, and (2) that the Reporting Persons will seek to hold Ms. Smolyansky and the Issuer's Board of Directors liable for their breaches of fiduciary duty. The Notice Letter confirms that the Reporting Persons waive none of their rights under the Shareholder Agreement, and demands that the Issuer and Ms. Smolyansky comply with their respective longstanding, legally required obligations by rescinding the Smolyansky Share Issuance and committing to abide by the Shareholder Agreement. The foregoing summary of the Notice Letter is not intended to be complete and is qualified in its entirety by reference to the full text of the Notice Letter, which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.The Reporting Persons intend to vigorously pursue the claims set forth in the Notice Letter and any related claims, and to continue to assert and enforce their rights under the Shareholder Agreement. The Reporting Persons may in the future take any actions in connection therewith that they deem appropriate. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 7 are incorporated herein by reference.The aggregate 3,454,756 shares of Common Stock beneficially owned by the Reporting Persons represent approximately 23.3% of the issued and outstanding shares of Common Stock based on 14,816,470 shares of Common Stock outstanding as of November 6, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the Securities and Exchange Commission on November 14, 2024.Danone North America PBC has sole voting and sole dispositive power with regard to 3,454,756 shares of Common Stock. Danone North America PBC is a wholly owned subsidiary of Danone S.A. Danone S.A., by virtue of its relationship to Danone North America PBC, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Danone North America PBC directly beneficially owns. Danone S.A. disclaims beneficial ownership of such shares of Common Stock for all other purposes. | |
| (b) | See (a). | |
| (c) | There have been no transactions in shares of Common Stock that were effected during the past sixty days by the Reporting Persons other than as reported in this Amendment No. 7. | |
| (d) | N/A | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original 13D is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original 13D is incorporated herein by reference and amended and supplemented to add the following:99.1 - Letter from Danone to the Issuer's Board of Directors, dated as of December 30, 2024 | ||
| 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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