X0306 4 2017-01-01 0 0001477246 S&W Seed Co SANW 0001401385 Szot Matthew K 7108 NORTH FRESNO STREET, SUITE 380 FRESNO CA 93720 0 1 0 0 EVP Finance & Admin and CFO Common Stock 2017-01-01 4 M 0 4722 0 A 55699 D Common Stock 2017-01-01 4 M 0 1931 0 A 57630 D Common Stock 2017-01-01 4 M 0 683 0 A 58313 D Common Stock 2017-01-01 4 F 0 3212 4.6 D 55101 D Restricted Stock Units 2017-01-01 4 M 0 4722 0 D Common Stock 4722 14170 D Restricted Stock Units 2017-01-01 4 M 0 1931 0 D Common Stock 1931 11595 D Restricted Stock Units 2017-01-01 4 M 0 683 0 D Common Stock 683 7527 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 (the "2013 RSU grant") that was previously reported on Table II of Form 4, which form was filed with the Securities and Exchange Commission (the "SEC") on March 19, 2013. Represents the conversion upon vesting of RSUs into common stock. On July 15, 2015, the reporting person was granted 25,000 RSUs (the "2015 RSU grant") that were previously reported on Table II of Form 4, which form was filed with the SEC on July 17, 2015. Represents the conversion upon vesting of RSUs into common stock. On October 5, 2016, the reporting person was granted 8,210 RSUs (the "2016 RSU grant") that was previously reported on Table II of Form 4, which form was filed with the SEC on October 7, 2016. The reporting person is reporting the withholding by the Issuer of an aggregate of 3,212 shares of common stock that vested on January 1, 2017 pursuant to the 2013 RSU grant, the 2015 RSU grant and the 216 RSU grant, but that 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 January 1, 2017. Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on December 30, 2016 was $4.60. On March 16, 2013, the reporting person was granted 100,000 RSUs, of which 4,722 vested on January 1, 2017. The common stock into which such vested RSUs converted on January 1, 2017 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest on the first day of each fiscal quarter through and including October 1, 2017, subject to the reporting person's continued service with the Issuer on each respective vesting date. On July 15, 2015, the reporting person was granted 25,000 RSUs, of which 1,931 vested on January 1, 2017. The common stock into which such vested RSUs converted on January 1, 2017 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest in quarterly installments through and including July 1, 2018, subject to the reporting person's continued service with the Issuer on each respective vesting date. On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 683 vested on January 1, 2017. The common stock into which such vested RSUs converted on January 1, 2017 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest in quarterly installments on the first day of each fiscal quarter through and including October 1, 2019, subject to the reporting person's continued service with the Issuer on each respective vesting date. Matthew K. Szot 2017-01-01