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Form 4 S&W Seed Co For: Aug 31 Filed by: Szot Matthew K

September 4, 2018 7:01 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 *
Szot Matthew K
(Last) (First) (Middle)
106 K STREET, SUITE 300
(Street)
SACRAMENTO CA 95814
(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 Finance & Admin and CFO
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2018
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
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 (1) 08/31/2018 A 12,469 10/01/2018 (2) (2) Common Stock 12,469 $ 0 (3) 12,469 D
Employee Stock Options (right to buy) $ 3.20 08/31/2018 A 33,250 10/01/2018 (4) 08/31/2028 Common Stock 33,250 $ 0 (3) 33,250 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents the contingent right to receive one share of common stock upon vesting of that RSU. The closing price of the Issuer's common stock on the date of this RSU award was $3.20.
2. The RSUs vest quarterly over three years on the first day of each fiscal quarter, commencing on October 1, 2018 and continuing thereafter on the first day of each succeeding fiscal quarter through and including July 1, 2021, subject to continued service with the Issuer on each respective vesting date. Of the quarterly vesting installments, 11 will vest an aggregate of 1,039 RSUs, and the 12th installment will vest an aggregate of 1,040 RSUs.
3. The RSUs and options were granted pursuant to the Issuer's Amended and Restated 2009 Equity Incentive Plan.
4. The options vest in 12 quarterly installments over three years, commencing on October 1, 2018 and continuing thereafter on the first day of each succeeding fiscal quarter to and including July 1, 2021, subject to continued service with the Issuer on each respective vesting date. Of the quarterly vesting installments, 11 will vest an aggregate of 2,770 options, and the 12th installment will vest an aggregate of 2,780 options.
/s/ Matthew K. Szot 09/04/2018
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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