X0306 4 2019-01-01 0 0001477246 S&W Seed Co SANW 0001401385 Szot Matthew K C/O S&W SEED COMPANY 106 K STREET, SUITE 300 SACRAMENTO CA 95814 0 1 0 0 EVP Finance & Admin and CFO Common Stock 2019-01-01 4 M 0 684 0 A 75399 D Common Stock 2019-01-01 4 M 0 1005 0 A 76404 D Common Stock 2019-01-01 4 M 0 1039 0 A 77443 D Common Stock 2019-01-01 4 F 0 1116 1.81 D 76327 D Common Stock 2019-01-02 4 S 0 1100 1.8356 D 75227 D Restricted Stock Units 2019-01-01 4 M 0 684 0 D 2019-01-01 2019-10-01 Common Stock 684 2054 D Restricted Stock Units 2019-01-01 4 M 0 1005 0 D 2019-01-01 2020-07-01 Common Stock 1005 6036 D Restricted Stock Units 2019-01-01 4 M 0 1039 0 D 2019-01-01 2021-07-01 Common Stock 1039 10391 D Represents the settlement of restricted stock units ("RSUs") that vested on January 1, 2019 through the issuance of shares of common stock. The reporting person is reporting the withholding by the Issuer of an aggregate of 1,116 shares of common stock that vested on January 1, 2019 pursuant to three RSU awards referred in Table II, but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the settlement of such RSU awards. 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 $1.83 to $1.92. The price reported in Table I reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request of the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all sales 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 December 31, 2018, the last trading day before the January 1 2019 vesting date, which fell on a federal holiday, was $1.81. On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 684 vested on January 1, 2019. The remaining unvested RSUs will continue to vest in equal installments on the first day of each quarter through and including October 1, 2019, subject to the reporting person's continued service with the Issuer on each respective vesting date. On September 18, 2017, the reporting person was granted 12,066 RSUs, of which 1,005 vested on January 1, 2019. The remaining unvested RSUs will continue to vest in equal installments on the first day of each quarter through and including July 1, 2020, subject to the reporting person's continued service with the Issuer on each respective vesting date. On August 31, 2018, the reporting person was granted 12,439 RSUs, of which 1,039 vested on January 1, 2019. The remaining unvested RSUs will continue to vest in equal installments the first day of each quarter through and including July 1, 2021, subject to the reporting person's continued service with the Issuer on each respective vesting date. /s/ Matthew K. Szot 2019-01-03