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*
Harvey Mark James
(Last) (First) (Middle)
PARA WATTA
60 MILAN TERRACE
(Street)
STIRLING,5152 C3
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2016
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)
Code V Amount (A) or (D) Price
Common Stock 10/01/2016 M(1) 772 A $0 7,782(2) D
Common Stock 10/01/2016 M(3) 1,065 A $0 8,847 D
Common Stock 212,096 I By retirement fund(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (5) 10/01/2016 M 772 (6) (6) Common Stock 772 $0 5,412 D
Restricted Stock Units (5) 10/01/2016 M 1,065 (7) (7) Common Stock 1,065 $0 0 D
Explanation of Responses:
1. Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On July 15, 2015, the reporting person was granted 10,000 RSUs that were previously reported on Table II of Form 4, which report was filed with the Securities and Exchange Commission ("SEC") on July 17, 2015.
2. Corrects the total number of shares directly owned, resulting from a one-share error reported on the reporting person's Form 4 filed April 5, 2016.
3. Represents the conversion upon vesting of RSUs into common stock. On December 11, 2015, the reporting person was granted 4,259 RSUs that were previously reported on Table II of Form 4, which report was filed with the SEC on December 15, 2015.
4. These shares are owned directly by The Harvey Superannuation Fund, a retirement fund of which the reporting person is a beneficiary.
5. Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on September 30, 2016 (the last trading date before the October 1, 2016 vesting date, which fell on a weekend) was $5.10.
6. On July 15, 2015, the reporting person was granted 100,000 RSUs of which 772 vested on October 1, 2016. The common stock into which such vested RSUs converted on October 1, 2016 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest in six additional quarterly installments of 772 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 780 RSUs on July 1, 2018, subject to the reporting person's continued service with the Issuer through the respective vesting dates. 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.
7. On December 11, 2015, the reporting person was granted 4,259 RSUs, of which 1,065 vested on October 1, 2016. The common stock into which such vested RSUs converted on October 1, 2016 is reported on Table I of this Form 4. 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 J. Harvey 10/04/2016
** 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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