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Form 4 S&W Seed Co For: Apr 01 Filed by: Jury Dennis Charles

April 3, 2018 7:57 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Jury Dennis Charles

(Last) (First) (Middle)
5 LOCHNESS AVENUE

(Street)
TORRENS PARK SA C3 5062

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
S&W Seed Co [ SANW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP Operations & COO
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/01/2018 M (1) 643 A $ 0 18,978 D
Common Stock 04/01/2018 M (1) 266 A $ 0 19,244 D
Common Stock 04/01/2018 M (1) 252 A $ 0 19,496 D
Common Stock 225,838 I By Retirement Fund (2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 04/01/2018 M 643 04/01/2018 (4) (4) Common Stock 643 $ 0 653 D
Restricted Stock Units (3) 04/01/2018 M 266 04/01/2018 (5) (5) Common Stock 266 $ 0 1,604 D
Restricted Stock Units (3) 04/01/2018 M 252 04/01/2018 (6) (6) Common Stock 252 $ 0 2,269 D
Explanation of Responses:
1. Represents the settlement of restricted stock units ("RSUs") that vested on April 1, 2018 through the issuance of shares of common stock.
2. These shares are owned directly by the Jury Bain Superannuation Fund, a retirement fund directed by the reporting person and under which he is a beneficiary.
3. Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on March 29, 2018 (the last trading day before the April 1, 2018 vesting date, which fell on a weekend) was $3.60.
4. On July 15, 2015, the reporting person was granted 8,333 RSUs, of which 643 vested on April 1, 2018. The remaining unvested RSUs will vest on July 1, 2018, subject to the reporting person's continued service with the Issuer on the vesting date.
5. On October 5, 2016, the reporting person was granted 3,200 RSUs, of which 266 vested on April 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.
6. On September 18, 2017, the reporting person was granted 3,025 RSUs, of which 252 vested on April 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/ Dennis C. Jury 04/03/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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