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^*

WOLCOTT ARTHUR S

(Last)

(First)

(Middle)

3736 SOUTH MAIN STREET

(Street)

MARION

14505

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Seneca Foods Corp [ SENEA ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/31/2015

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)
Seneca Foods Class A Common							20,000	I	By Spouse⁽¹⁾
Seneca Foods Class B Common							8,551	D
Seneca Foods Class B Common							8,584	I	By Spouse⁽¹⁾
Seneca Foods 6% Preferred							32,844	D
Seneca Foods Class A Series A Preferred	01/27/2015		G5	17,020⁽³⁾	D	⁽⁴⁾	0	D
Seneca Foods Class A Series A Preferred	01/27/2015		G5	51,820⁽⁵⁾	D	⁽⁴⁾	0	I	By Spouse⁽¹⁾
Seneca Foods Class A Series B Preferred	01/26/2015		G5	4,400⁽²⁾	D	⁽⁴⁾	45,700	D
Seneca Foods Class A Series B Preferred	01/26/2015		G5	4,400⁽⁶⁾	D	⁽⁴⁾	45,700	I	By Spouse⁽¹⁾

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)

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of these securities, and the report shall not be deemed an admission that the Reporting Persion is a beneficial owener of these securities for purposes of Section 16 or any other purpose.

2. The Reporting Person disposed of 4,400 shares of Class A Series B Preferred Stock in various gift transactions to members of his family on January 26, 2015.

3. The Reporting Person disposed of 17,020 shares of Class A Series A Preferred Stock in various gift transactions to members of his family on January 27, 2015.

4. No price since this is a gift.

5. The Reporting Person's spouse disposed of 51,820 shares of Class A Series A Preferred Stock in various gift transactions to members of her family on January 27, 2015.

6. The Reporting Person's spouse disposed of 4,400 shares of Class A Series B Preferred Stock in various gift transactions to members of her family on January 26, 2015.

Remarks:

	Jeffrey Van Riper, As Attorney in Fact	06/04/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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