X0306 4 2016-01-01 0 0001477246 S&W Seed Co SANW 0001488713 GREWAL MARK S 7108 NORTH FRESNO STREET, SUITE 380 FRESNO CA 93720 1 1 0 0 CEO and President Common Stock 2016-01-01 4 M 0 4722 0 A 99740 D Common Stock 2016-01-01 4 M 0 1931 0 A 101671 D Common Stock 2016-01-01 4 F 0 2917 4.17 D 98754 D Common Stock 2016-01-04 4 S 0 1181 4.2 D 97573 D Restricted Stock Units 2016-01-01 4 M 0 4722 0 D Common Stock 4722 37780 D Restricted Stock Units 2016-01-01 4 M 0 1931 0 D Common Stock 1931 19319 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 were previously reported on Table II of Form 4, and that 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 and that was filed with the SEC on July 17, 2015. The reporting person is reporting the withholding by the Issuer of an aggregate of 2,917 shares of common stock that vested on January 1, 2016 pursuant to the 2013 RSU Grant and the 2015 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, 2016. The sales reported on this Form 4 were 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 January 4, 2016 (the first trading day of the fiscal quarter) was $4.17. On March 16, 2013, the reporting person was granted 100,000 RSUs, of which 4,722 vested on January 1, 2016. The remaining unvested RSUs will continue to vest in 6 additional quarterly installments of 4,722 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 4,726 RSUs on October 1, 2017, subject to the reporting person's continued service with the Issuer through 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. On July 15, 2015, the reporting person was granted 25,000 RSUs, of which 1,931 vested on January 1, 2016. The common stock into which such vested RSUs converted on January 1, 2016 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest in 9 additional quarterly installments of 1,931 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 1,940 RSUs on July 1, 2018, subject to the reporting person's continued service with the Issuer through the respective vesting dates. 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. Mark S. Grewal 2016-01-05