0001209191-17-049545.txt : 20170817
0001209191-17-049545.hdr.sgml : 20170817
20170817203311
ACCESSION NUMBER: 0001209191-17-049545
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170815
FILED AS OF DATE: 20170817
DATE AS OF CHANGE: 20170817
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MFP PARTNERS LP
CENTRAL INDEX KEY: 0001074749
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34719
FILM NUMBER: 171039975
BUSINESS ADDRESS:
STREET 1: 667 Madison Avenue, 25th Floor
CITY: New York
STATE: NY
ZIP: 10065
BUSINESS PHONE: 212-752-7250
MAIL ADDRESS:
STREET 1: 667 Madison Avenue, 25th Floor
CITY: New York
STATE: NY
ZIP: 10065
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MFP INVESTORS LLC
CENTRAL INDEX KEY: 0001105685
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34719
FILM NUMBER: 171039974
BUSINESS ADDRESS:
STREET 1: 909 THIRD AVE, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212 752-7280
MAIL ADDRESS:
STREET 1: 909 THIRD AVE, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PRICE MICHAEL F
CENTRAL INDEX KEY: 0000918537
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34719
FILM NUMBER: 171039973
MAIL ADDRESS:
STREET 1: C/O MFP INVESTORS LLC
STREET 2: 909 THIRD AVE, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-08-15
0
0001477246
S&W Seed Co
SANW
0001074749
MFP PARTNERS LP
C/O MFP INVESTORS LLC
909 THIRD AVENUE, 33RD FLOOR
NEW YORK
NY
10022
0
0
1
1
See remarks below
0001105685
MFP INVESTORS LLC
909 THIRD AVENUE, 33RD FLOOR
NEW YORK
NY
10022
0
0
1
1
See remarks below
0000918537
PRICE MICHAEL F
C/O MFP INVESTORS LLC
909 THIRD AVENUE, 33RD FLOOR
NEW YORK
NY
10022
0
0
1
1
See remarks below
Common Stock, par value $0.001 per share
2017-08-15
4
P
0
375000
3.20
A
4507838
D
This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Michael F. Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with S&W Seed Company (the "Company"). MFP Investors is the general partner of MFP Partners. Mr. Price is the managing partner of MFP Partners and the managing member and controlling person of MFP Investors.
MFP Partners is the direct beneficial owner of the shares of common stock of the Company reported herein (the "Common Shares"). Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of such Common Shares; however, each such Reporting Person disclaims beneficial ownership of such Common Shares except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the Common Shares described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
MFP Partners also directly holds a Common Stock Purchase Warrant (the "Warrant"), exercisable for up to 200,000 Common Shares at an exercise price of $4.46 per share. The Warrant is exercisable for Common Shares only to the extent that upon such exercise, the Reporting Persons will not own Common Shares in excess of 19.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of the Warrant.
Mr. Alexander C. Matina (Vice President, Investments at MFP Investors), serves as a member of the board of directors of the Company as a nominee of MFP. Each of MFP Partners, MFP Investors and Mr. Price may be deemed a director of the Company by deputization on the basis of the relationships among such persons and Mr. Matina.
MFP PARTNERS, L.P., By: MFP INVESTORS LLC, By: /s/ Michael F. Price, Name: Michael F. Price, Title: Managing Member
2017-08-17
MFP INVESTORS LLC, By: /s/ Michael F. Price, Name: Michael F. Price, Title: Managing Member
2017-08-17
/s/ Michael F. Price
2017-08-17