X0306 4 2018-07-01 0 0001477246 S&W Seed Co SANW 0001401385 Szot Matthew K 106 K STREET, SUITE 300 SACRAMENTO CA 95814 0 1 0 0 EVP Finance & Admin and CFO Common Stock 2018-07-01 4 M 0 1940 0 A 75763 D Common Stock 2018-07-01 4 M 0 684 0 A 76447 D Common Stock 2018-07-01 4 M 0 1005 0 A 77452 D Common Stock 2018-07-01 4 F 0 1221 3.25 D 76231 D Common Stock 2018-07-02 4 S 0 1100 3.15 D 75131 D Restricted Stock Units 2018-07-01 4 M 0 1940 0 D 2018-07-01 Common Stock 1940 0 D Restricted Stock Units 2018-07-01 4 M 0 684 0 D 2018-07-01 Common Stock 684 3422 D Restricted Stock Units 2018-07-01 4 M 0 1005 0 D 2018-07-01 Common Stock 1005 8046 D Represents the settlement of restricted stock units ("RSUs") that vested on July 1, 2018 through the issuance of shares of common stock. The reporting person is reporting the withholding by the Issuer of an aggregate of 1,221 shares of common stock that vested on July 1, 2018 pursuant to the three 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 three RSU awards. The sale reported on this Form 4 was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on June 29, 2018 (the last trading day before the July 1, 2018 vesting date, which fell on a weekend) was $3.25. On July 15, 2015, the reporting person was granted 25,000 RSUs, of which the final installment of 1,940 RSUs vested on July 1, 2018. On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 684 vested on July 1, 2018. The remaining unvested RSUs will continue to vest in equal installments 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 July 1, 2018. The remaining unvested RSUs will continue to vest in equal installments 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. /s/ Matthew K. Szot 2018-07-03