0001249155-16-000063.txt : 20160706 0001249155-16-000063.hdr.sgml : 20160706 20160706152919 ACCESSION NUMBER: 0001249155-16-000063 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160701 FILED AS OF DATE: 20160706 DATE AS OF CHANGE: 20160706 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: S&W Seed Co CENTRAL INDEX KEY: 0001477246 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 271275784 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 7108 NORTH FRESNO STREET STREET 2: SUITE 380 CITY: FRESNO STATE: CA ZIP: 93720 BUSINESS PHONE: 559 884 2535 MAIL ADDRESS: STREET 1: 7108 NORTH FRESNO STREET STREET 2: SUITE 380 CITY: FRESNO STATE: CA ZIP: 93720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREWAL MARK S CENTRAL INDEX KEY: 0001488713 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34719 FILM NUMBER: 161753575 MAIL ADDRESS: STREET 1: P.O. BOX 235 CITY: FIVE POINTS STATE: CA ZIP: 93624 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2016-07-01 0 0001477246 S&W Seed Co SANW 0001488713 GREWAL MARK S 7108 NORTH FRESNO STREET, SUITE 380 FRESNO CA 93720 1 1 0 0 President and CEO Common Stock 2016-07-01 4 M 0 4722 0 A 105241 D Common Stock 2016-07-01 4 M 0 1931 0 A 107172 D Common Stock 2016-07-01 4 F 0 2500 4.43 D 104672 D Common Stock 2016-07-01 4 S 0 1181 4.3068 D 103491 D Restricted Stock Units 2016-07-01 4 M 0 4722 0 D Common Stock 4722 23614 D Restricted Stock Units 2016-07-01 4 M 0 1931 0 D Common Stock 1931 15547 D Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On March 16, 2013, the reporting person was granted 100,000 RSUs (the "2013 RSU grant") that were previously reported on Table II of Form 4, and that was filed with the Securities and Exchange Commission (the "SEC") on March 19, 2013. Represents the conversion upon vesting of RSUs into common stock. On July 15, 2015, the reporting person was granted 25,000 RSUs(the "2015 RSU grant") that were previously reported on Table II of Form 4 and that was filed with the SEC on July 17, 2015. The reporting person is reporting the withholding by the Issuer of an aggregate of 2,500 shares of common stock that vested on July 1, 2016 pursuant to the 2013 RSU grant and the 2015 RSU grant, but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the delivery of the converted common stock to the reporting person as of July 1, 2016. The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. This transaction was executed in multiple trades at prices ranging from $4.25 to $4.40. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4. Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on July 1, 2016 was $4.43. On March 16, 2013, the reporting person was granted 100,000 RSUs, of which 4,722 vested on July 1, 2016. The remaining unvested RSUs will continue to vest in 4 additional quarterly installments of 4,722 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 4,726 RSUs on October 1, 2017, subject to the reporting person's continued service with the Issuer through the vesting date. Vested shares will be delivered to the reporting person on the settlement date unless the Issuer elects to settle the RSUs in cash or a combination of shares and cash, at the Issuer's discretion. On July 15, 2015, the reporting person was granted 25,000 RSUs, of which 1,931 vested on July 1, 2016. The common stock into which such vested RSUs converted on July 1, 2016 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest in 7 additional quarterly installments of 1,931 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 1,940 RSUs on July 1, 2018, subject to the reporting person's continued service with the Issuer through the vesting date. Vested shares will be delivered to the reporting person on the settlement date unless the Issuer elects to settle the RSUs in cash or a combination of shares and cash, at the Issuer's discretion. Mark S. Grewal 2016-07-06