X0306 4 2016-10-05 0 0001477246 S&W Seed Co SANW 0001488713 GREWAL MARK S 7108 NORTH FRESNO STREET, SUITE 380 FRESNO CA 93720 1 1 0 0 President and CEO Restricted Stock Units 2016-10-05 4 A 0 7562 0 A Common Stock 7562 7562 D Employee Stock Option (right to buy) 4.86 2016-10-05 4 A 0 18284 0 A 2017-01-01 2026-10-05 Common Stock 18284 18284 D Each restricted stock unit ("RSU") represents the contingent right to receive one share of common stock upon vesting of the unit. The closing price of the Issuer's common stock on the date of this RSU award was $4.86. The RSUs vest quarterly over three years on the first day of each fiscal quarter, commencing on January 1, 2017 and continuing thereafter on the first day of each succeeding fiscal quarter through and including October 1, 2019, subject to continued service with the Issuer on each respective vesting date. Of the quarterly vesting installments, 11 will vest an aggregate of 630 RSUs, and the 12 installment will vest an aggregate of 632 RSUs. 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, in the Issuer's sole discretion. The RSUs and options were granted pursuant to the Issuer's Amended and Restated 2009 Equity Incentive Plan. The options vest in 12 quarterly installments over three years, commencing on January 1, 2017 and continuing thereafter on the first day of each succeeding fiscal quarter to and including October 1, 2019, subject to continued service with the Issuer on each respective vesting date. Of the quarterly vesting installments, 11 will vest an aggregate of 1,520 options and the 12th installment will vest an aggregate of 1,564 options. Mark S. Grewal 2016-10-07