X0306 4 2013-10-01 0 0001477246 S&W Seed Co SANW 0001401385 Szot Matthew K P.O. BOX 235 FIVE POINTS CA 93624 0 1 0 0 Senior VP and CFO Common Stock 2013-10-01 4 M 0 4722 0 A 31595 D Common Stock 2013-10-01 4 F 0 2562 0 D 29033 D Restricted Stock Units 2013-10-01 4 M 0 4722 0 D Common Stock 4722 75556 D Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On March 16, 2013, the reporting person was granted 100,000 RSUs that were previously reported on Table II of Form 4, and which was filed with the Securities and Exchange Commission on March 19, 2013. The reporting person is reporting the withholding by S&W Seed Company of 2,562 shares of common stock that vested on October 1, 2013, but which were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the delivery of the converted common stock to the reporting person as of October 1, 2013. Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on October 1, 2013 was $7.76. On March 16, 2013, the reporting person was granted 100,000 RSUs, of which 4,722 vested on October 1, 2013. The common stock into which such vested RSUs converted on October 1, 2013 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest in 16 additional quarterly installments of 4,722 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 4,726 RSUs on October 1, 2017. Vest shares will be delivered to the reporting person on the settlement date unless the Company elects to settle the RSUs in cash or a combination of shares and cash, at the Company's discretion. Matthew K. Szot 2013-10-21