0001249155-17-000053.txt : 20170807 0001249155-17-000053.hdr.sgml : 20170807 20170807204437 ACCESSION NUMBER: 0001249155-17-000053 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170803 FILED AS OF DATE: 20170807 DATE AS OF CHANGE: 20170807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREWAL MARK S CENTRAL INDEX KEY: 0001488713 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34719 FILM NUMBER: 171013077 MAIL ADDRESS: STREET 1: 802 NORTH DOUTY STREET CITY: HANFORD STATE: CA ZIP: 93230 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: S&W Seed Co CENTRAL INDEX KEY: 0001477246 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 271275784 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 802 NORTH DOUTY STREET CITY: HANFORD STATE: CA ZIP: 93230 BUSINESS PHONE: 559 884 2535 MAIL ADDRESS: STREET 1: 802 NORTH DOUTY STREET CITY: HANFORD STATE: CA ZIP: 93230 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2017-08-03 0 0001477246 S&W Seed Co SANW 0001488713 GREWAL MARK S 564 PHILAN CIRCLE LEMOORE CA 93245 0 0 0 1 Former Pres., CEO & Director Common Stock 2017-07-27 4 M 0 25415 0 A 160879 D Common Stock 2017-07-27 4 F 0 9551 4.05 D 151328 D Common Stock 2017-08-03 4 S 0 29938 3.5008 D 121390 D Restricted Stock Units 2017-07-27 4 M 0 25415 0 D Common Stock 25415 0 D The aggregate of 25,415 shares of common stock represents the total number of previously unvested restricted stock units ("RSUs") awarded to the reporting person on July 15, 2015 and October 5, 2016, all of which were accelerated in connection with the reporting person's departure as the President, Chief Executive Officer and a director of the Issuer. The shares of common stock were issued upon conversion of the RSUs in exempt transactions pursuant to Rule 16b-3. The reporting person is reporting the withholding by the Issuer of an aggregate of 9,551 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of common stock upon conversion of the RSUs referred to above. The sales reported on this form 4 were made in multiple trades at prices ranging between $3.45 and $3.575. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request of the Securities and Exchange Commission or its 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. The reporting person purchased 24,000 shares of common stock on May 19, 2017, as reported on his Form 4 filed on May 22, 2017; however, those shares were purchased at $4.10 and $4.20. Accordingly, there is no short-swing profit resulting fro the sales reported on this Form 4. Each RSU is the economic equivalent of one share of S&W Seed Compay common stock. On July 27, 2017, the date of issuance, the closing price of the Issuer's common stock was $3.60. All of the reporting person's awarded RSUs accelerated upon his departure as President, Chief Executive Officer and a director, and the shares were issued upon execution by the reporting person and the Issuer of a Resignation and Separation Agreement. Mark S. Grewal 2017-08-03