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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* YELLOWJACKET, LP (Last) (First) (Middle) 430 CAMBRIDGE AVENUE, SUITE 100 (Street) PALO ALTO CA 94306 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/27/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, $0.001 par value	12/27/2012		J(1)		500,000	D	$0	1,269,605(2)	D(3)
Common Stock, $0.001 par value	12/27/2012		J(1)		450	A	$0	772	D(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

1. Name and Address of Reporting Person* YELLOWJACKET, LP (Last) (First) (Middle) 430 CAMBRIDGE AVENUE, SUITE 100 (Street) PALO ALTO CA 94306 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LISHMAN ROBERT W (Last) (First) (Middle) 430 CAMBRIDGE AVENUE, SUITE 100 (Street) PALO ALTO CA 94306 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities were distributed by the reporting limited partnership in a pro rata distribution to its limited partners for no consideration.

2. Corrects a 200 share mathematical error in the Form 4 filed on December 11, 2012.

3. This report is jointly filed by Yellowjacket, LP and Robert W. Lishman, Jr., the general partner of Yellowjacket. The reported distribution was consummated by Yellowjacket, which directly owns the securities that were distributed to the limited partners. In his capacity as the sole general partner of Yellowjacket, Mr. Lishman is deemed to be the beneficial owner of the portfolio securities owned by the limited partnership. Accordingly, Mr. Lishman is jointly reporting this distribution transaction as the indirect beneficial owner of the securities directly owned by Yellowjacket. Mr. Lishman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The inclusion of these shares in this report on his behalf shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes.

4. Mr. Lishman directly owns the 772 shares reported herein, including the 450 shares he received as a limited partner in the reported distribution. Yellowjacket, LP has no interest in these securities.

	Robert W. Lishman, Jr., General Partner	12/28/2012
	Robert W. Lishman, Jr.	12/28/2012
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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