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 OF SECURITIES

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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(Print or Type Responses)
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 (Month/Day/Year)
06/07/2024
(Street)

MORTON GROVE, IL 60053		 4. If Amendment, Date Original Filed (Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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)               (1)   (1) Common Stock 1,785   1.785 D  
Restricted Stock Units (2)               (2)   (2) Common Stock 3,200   3,200 D  
Restricted Stock Units (3)               (3)   (3) Common Stock 4,652   4,652 D  
Phantom Stock (4) 06/07/2024   A   8,708     (4)   (4) Common Stock 8,708 (5) 62,673 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, IL 60053		   X      

Signatures

 /s/ Eric Hanson, as attorney-in-fact for Jason S. Scher   06/11/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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) 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.
(3) 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.
(4) Each share of phantom stock represents a right to receive one share of common stock. The phantom stock becomes payable on the date that the Reporting Person no longer serves as a director of the Company.
(5) Such shares of phantom stock represent 8,708 deferred RSUs acquired upon conversion of $114,250 of the Reporting Person's Board of Director deferred cash compensation for service on the Board of Directors into deferred RSUs on June 7, 2024 pursuant to the Company's 2022 Non-Employee Director Equity and Deferred Compensation Plan, as amended and modified from time to time.

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