X0306 4 2017-10-01 0 0001477246 S&W Seed Co SANW 0001401385 Szot Matthew K 802 NORTH DOUTY STREET HANFORD CA 93230 0 1 0 0 EVP Finance & Admin and CFO Common Stock 2017-10-01 4 M 0 4726 0 A 65369 D Common Stock 2017-10-01 4 M 0 1931 0 A 67300 D Common Stock 2017-10-01 4 M 0 684 0 A 67984 D Common Stock 2017-10-01 4 M 0 1005 0 A 68989 D Common Stock 2017-10-01 4 F 0 3137 3.15 D 65852 D Common Stock 2017-10-02 4 S 0 1100 3.105 D 64752 D Restricted Stock Units 2017-10-01 4 M 0 4726 0 D 2017-10-01 Common Stock 4726 0 D Restricted Stock Units 2017-10-01 4 M 0 1931 0 D 2017-10-01 Common Stock 1931 5802 D Restricted Stock Units 2017-10-01 4 M 0 684 0 D 2017-10-01 Common Stock 684 5474 D Restricted Stock Units 2017-10-01 4 M 0 1005 0 D 2017-10-01 Common Stock 1005 11061 D Represents the settlement of restricted stock units ("RSUs") that vested on October 1, 2017 through the issuance of common stock. The reporting person is reporting the withholding by the Issuer of an aggregate of 3,137 shares of common stock that vested on October 1, 2017 pursuant to the four RSU awards referred to in Table II, but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the settlement of the four RSU awards. The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. This transaction was executed in multiple trades at prices ranging from $3.10 to $3.15. 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 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. Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on September 29, 2017 (the last trading day before the October 1, 2017 vesting date, which fell on a weekend) was $3.15. On March 16, 2013, the reporting person was granted 100,000 RSUs, of which 4,726 vested on October 1, 2017. This is the final vesting installment for this RSU award. On July 15, 2015, the reporting person was granted 25,000 RSUs, of which 1,931 vested on October 1, 2017. The remaining unvested RSUs will continue to vest on the first day of each fiscal quarter through and including July 1, 2018, subject to the reporting person's continued service with the Issuer through each respective vesting date. On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 684 vested on October 1, 2017. The remaining unvested RSUs will continue to vest on the first day of each quarter through and including October 1, 2019, subject to the reporting person's continued service with the Issuer on each respective vesting date. On September 18, 2017, the reporting person was granted 12,066 RSUs, of which 1,005 vested on October 1, 2017. The remaining unvested RSUs will continue to vest on the first day of each quarter through and including July 1, 2020, subject to the reporting person's continued service with the Issuer on each respective vesting date. Matthew K. Szot 2017-10-03