SEC Filing | Lifevantage Corp

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Fife Steven R

(Last)

(First)

(Middle)

3300 NORTH TRIUMPH BLVD #700

(Street)

LEHI

84043

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2023

4. If Amendment, Date of 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

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 granted 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.

Remarks:

	Alissa Neufeld, Power of Attorney for Steven R. Fife	11/08/2023
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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