X0306 4 2016-11-22 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 2016-11-22 4 S 0 23597 4.8697 D 10800 I By trust Common Stock 2016-11-23 4 S 0 10800 4.7246 D 0 I By trust Common Stock 143822 D Common Stock 472000 I By limited partnership Common Stock 51022 I By corporation Common Stock 23723 I By corporation This transaction was executed in multiple trades at prices ranging from $4.75 to $5.05 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request of the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4. Owned directly by The Lindsay Anne Wickersham 1999 Irrevocable Trust (the "Trust"), a trust for the benefit of the reporting person's minor daughter. The reporting person is the trustee of the Trust, and he disclaims beneficial ownership 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. This transaction was executed in multiple trades at prices ranging from $4.70 to $4.80 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request of the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4. Reflects the re-registration of 67,463 shares originally jointly owned by the reporting person and his former spouse to his former spouse as her separate property in connection with their divorce settlement. Owned directly by Glenbrook Capital Limited Partnership. The reporting person is a limited partner and a portfolio advisor, owner and one of four directors of Glenbrook Capital Management ("GCM"), the general partner. 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 Section 16 or for any other purposes. Owned directly by GCM. The reporting person is the sole owner, a portfolio advisor and 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 for purposes of Section 16 or for any other purposes. 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 of ownership for purposes of Section 16 or for any other purposes. Grover T. Wickersham 2016-11-25