X0306 4 2016-10-01 0 0001477246 S&W Seed Co SANW 0001265078 WICKERSHAM GROVER T 430 CAMBRIDGE AVENUE, SUITE 100 PALO ALTO CA 94306 1 0 0 0 Common Stock 2016-10-01 4 M 0 4222 0 A 201484 D Common Stock 472000 I By limited partnership Common Stock 34397 I By trust Common Stock 51022 I By corporation Common Stock 23723 I By corporation Restricted Stock Units 2016-10-01 4 M 0 4222 0 D Common Stock 4222 16892 D Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On March 16, 2013, the reporting person was granted 80,000 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. Owned directly by Glenbrook Capital Limited Partnership. The reporting person is a limited partner, and he disclaims beneficial ownership except to the extent of his pecuniary interest in the limited partnership. The inclusion of these shares in this report 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. Owned directly by The Lindsay Anne Wickersham 1999 Irrevocable Trust, a trust for the benefit of the reporting person's minor daughter (the "Trust"). The reporting person is the trustee of the Trust, and he disclaims beneficial ownership of all of the securities owned by the Trust. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or for any other purposes. Owned directly by Glenbrook Capital Management ("GCM"). The reporting person is the sole owner of GCM and is one of four directors. He disclaims beneficial ownership except to the extent of his pecuniary interest in the corporation. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes. Shares are owned directly by RWL Management. The reporting person is the majority owner, an officer and one of two directors of the corporation. He disclaims beneficial ownership except to the extent of his pecuniary interest in the corporation. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for an other purposes. Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on September 30, 2016 (the last trading date before October 1, 2016, which fell on a weekend) was $5.10. On March 16, 2013, the reporting person was granted 80,000 RSUs, of which 4,222 vested on October 1, 2016. The remaining unvested RSUs will continue to vest in three additional quarterly installments of 4,222 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 4,226 RSUs on October 1, 2017, subject to the reporting person's continued service with the Issuer through the vesting date. Vested shares will be delivered to the reporting person on the settlement date unless the Issuer elects to settle the RSUs in cash or a combination of shares and cash, at the Issuer's discretion. Grover T. Wickersham 2016-10-04