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^*

Szot Matthew K

(Last)

(First)

(Middle)

C/O S&W SEED COMPANY

106 K STREET, SUITE 300

(Street)

SACRAMENTO

95814

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
S&W Seed Co [ SANW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Finance & Admin and CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2018

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

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	10/01/2018		M⁽¹⁾		684	A	$0	74,715⁽²⁾	D
Common Stock	10/01/2018		M⁽¹⁾		1,005	A	$0	75,720	D
Common Stock	10/01/2018		M⁽¹⁾		1,039	A	$0	76,759	D
Common Stock	10/01/2018		F⁽³⁾		944	D	$2.69	75,815	D
Common Stock	10/01/2018		S⁽⁴⁾		1,100	D	$2.46	74,715	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)
Restricted Stock Unit	⁽⁵⁾	10/01/2018		M			684	01/01/2017⁽⁶⁾	10/01/2019⁽⁶⁾	Common Stock	684	$0	2,738	D
Restricted Stock Units	⁽⁵⁾	10/01/2018		M			1,005	10/01/2017⁽⁷⁾	07/01/2020⁽⁷⁾	Common Stock	1,005	$0	7,041	D
Restricted Stock Units	⁽⁵⁾	10/01/2018		M			1,039	10/01/2018⁽⁸⁾	07/01/2021⁽⁸⁾	Common Stock	1,039	$0	11,430	D

Explanation of Responses:

1. Represents the settlement of restricted stock units ("RSUs") that vested on October 1, 2018 through the issuance of shares of common stock.

2. Reflects the correction of an error in the number of shares beneficially owned. On January 16, 2018, the reporting person reported the sale of 1,100 shares under his Rule 10b5-1 trading plan. Subsequently, the Form 4s filed on April 3, 2018 and July 3, 2018 inadvertently overlooked that sale in the calculation of the total shares beneficially owned after the reported transactions. All transactions were timely reported. This entry updates and corrects the total shares owned by the reporting person.

3. The reporting person is reporting the withholding of an aggregate of 944 shares of common stock that vested on October 1, 2018 pursuant to the three RSU awards referred to in Table II, but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the settlement of such RSU awards.

4. The sale reported on this Form 4 was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

5. Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on the October 1, 2018 vesting date was $2.69.

6. On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 684 vested on October 1, 2018. The remaining unvested RSUs will continue to vest in equal installments on the first day of each quarter through and including October 1, 2019, subject to the reporting person's continued service with the Issuer on each respective vesting date.

7. On September 18, 2017, the reporting person was granted 12,066 RSUs, of which 1,005 vested on October 1, 2018. The remaining unvested RSUs will continue to vest in equal installments on the first day of each quarter through and including July 1, 2020, subject to the reporting person's continued service with the Issuer on each respective vesting date.

8. On August 31, 2018, the reporting person was granted 12,439 RSUs, of which 1,039 vested on October 1, 2018. The remaining unvested RSUs will continue to vest in equal installments on the first day of each quarter through and including July 1, 2021, subject to the reporting person's continued service with the Issuer on each respective vesting date.

	/s/ Matthew K. Szot	10/03/2018
	** 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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