SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

GARDNER DANIELSON B.

(Last)

(First)

(Middle)

802 NORTH DOUTY STREET

(Street)

HANFORD

93230

(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)
	Chief Marketing & Tech Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2017

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	12/11/2016		M4⁽¹⁾	1,165	A	$0	1,165	D
Common Stock	12/11/2016		F4⁽²⁾	438	A	$4.7	727	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)	4. Transaction Code (Instr. 8)	(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 Units	⁽³⁾			3			⁽⁴⁾	⁽⁴⁾	Common Stock	3,500		3,500	D
Restricted Stock Units	⁽³⁾	12/11/2016		4M		1,165	⁽⁴⁾	⁽⁴⁾	Common Stock	1,165	$0	2,335	D
Restricted Stock Units	⁽⁵⁾	10/07/2016		4A	1,863		⁽⁶⁾	⁽⁶⁾	Common Stock	1,863	$0	1,863	D
Employee Stock Option (right to buy)⁽⁷⁾	$7.2			3			⁽⁸⁾	12/08/2017	Common Stock	50,000		50,000	D
Employee Stock Option (right to buy)⁽⁷⁾	$6.14			3			⁽⁸⁾	12/10/2018	Common Stock	10,000		10,000	D
Employee Stock Option (right to buy)⁽⁷⁾	$6.23			3			⁽⁸⁾	01/31/2019	Common Stock	5,000		5,000	D
Employee Stock Option (right to buy)⁽⁷⁾	$3.95			3			⁽⁹⁾	12/14/2024	Common Stock	7,500		7,500	D

Explanation of Responses:

1. Represents the conversion upon vesting of Restricted Stock Units ("RSUs") into common stock. See Table II.

2. The reporting person is reporting the withholding by the Issuer of an aggregate of 438 shares of common stock that vested on December 11, 2016 pursuant to the December 11, 2015 RSU grant, but that were not issued in order to satisfy the reporting person's tax withholding obligation in connection with the delivery of the converted common stock to the reporting person.

3. Each RSU represents the contingent right to receive one share of common stock upon vesting of the RSU. The closing price of the Issuer's common stock on the date of this RSU award was $4.25. The closing price on the vesting date was $4.70.

4. The RSUs vest annually over three years, commencing on December 11, 2016 and continuing thereafter on December 11, 2017 and December 11, 2018, subject to continued service with the Issuer on each respective vesting date.

5. Each RSU represents the contingent right to receive one share of common stock upon vesting of the RSU. The closing price of the Issuer's common stock on the date of this RSU award was $5.02.

6. The RSUs vest annually over two years, on October 7, 2017 and October 7, 2018, subject to continued service with the Issuer on each respective vesting date.

7. Previously reported during the period when the reporting person was previously subject to Section 16.

8. These options are 100% vested and exercisable as of June 30, 2017.

9. The options vest in 12 quarterly installments over three years, commencing on April 1, 2015 and continuing thereafter on the first day of each succeeding fiscal quarter through and including January 1, 2018.

Remarks:

The reporting person was appointed as an executive officer and designated as a Section 16 insider in October 2012, and in that capacity, timely filed Form 3 and various Forms 4. Pursuant to a management organizational restructuring in 2015, the reporting person's position was no longer deemed an executive officer position, and he ceased filing Section 16 reports. On August 15, 2016, the reporting person was promoted to the newly-created executive officer position of Chief Marketing and Technology Officer. This Form 5 reports holdings and transactions through June 30, 2017, some of which were previously reported during the period when the reporting person was previously filing Section 16 reports.

	Danielson B. Gardner	08/14/2017
	** 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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