X0306 4 2017-04-01 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 2017-04-01 4 M 0 4222 0 A 152266 D Common Stock 23723 I By corporation Common Stock 0 I By limited partnership Common Stock 0 I By corporation Restricted Stock Units 2017-04-01 4 M 0 4222 0 D Common Stock 4222 8448 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 (the "SEC") on March 19, 2013. 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 any other purposes. The reporting person no longer exercises voting or investment control over the shares owned directly by Glenbrook Capital Limited Partnership (which control is exercised used solely by the general partner) and Glenbrook Capital Management (which control is exercised by the corporation's president). Securities owned by these entities have previously been reported on the reporting person's Section 16 reports. Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on March 31, 2017 (the last trading date before April 1, 2017, which fell on a weekend) was $4.95 On March 16, 2013, the reporting person was granted 80,000 RSUs, of which 4,222 vested on April 1, 2017. The remaining unvested RSUs will continue to vest in quarterly installments of 4,222 RSUs 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. 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 2017-04-04