Form 4 S&W Seed Co For: Jan 01 Filed by: Szot Matthew K

January 3, 2019 4:44 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)
C/O S&W SEED COMPANY
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)
01/01/2019
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 01/01/2019 M (1) 684 A $ 0 75,399 D
Common Stock 01/01/2019 M (1) 1,005 A $ 0 76,404 D
Common Stock 01/01/2019 M (1) 1,039 A $ 0 77,443 D
Common Stock 01/01/2019 F (2) 1,116 D $ 1.81 76,327 D
Common Stock 01/02/2019 S (3) 1,100 D $ 1.8356 (4) 75,227 D
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 (5) 01/01/2019 M 684 01/01/2019 (6) 10/01/2019 Common Stock 684 $ 0 2,054 D
Restricted Stock Units (5) 01/01/2019 M 1,005 01/01/2019 (7) 07/01/2020 Common Stock 1,005 $ 0 6,036 D
Restricted Stock Units (5) 01/01/2019 M 1,039 01/01/2019 (8) 07/01/2021 Common Stock 1,039 $ 0 10,391 D
Explanation of Responses:
1. Represents the settlement of restricted stock units ("RSUs") that vested on January 1, 2019 through the issuance of shares of common stock.
2. The reporting person is reporting the withholding by the Issuer of an aggregate of 1,116 shares of common stock that vested on January 1, 2019 pursuant to three RSU awards referred 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 such RSU awards.
3. The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
4. This transaction was executed in multiple trades at prices ranging from $1.83 to $1.92. The price reported in Table I reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request of the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all sales reported on this Form 4.
5. Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on December 31, 2018, the last trading day before the January 1 2019 vesting date, which fell on a federal holiday, was $1.81.
6. On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 684 vested on January 1, 2019. 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.
7. On September 18, 2017, the reporting person was granted 12,066 RSUs, of which 1,005 vested on January 1, 2019. 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.
8. On August 31, 2018, the reporting person was granted 12,439 RSUs, of which 1,039 vested on January 1, 2019. The remaining unvested RSUs will continue to vest in equal installments the first day of each quarter through and including July 1, 2021, subject to the reporting person's continued service with the Issuer on each respective vesting date.
/s/ Matthew K. Szot 01/03/2019
** Signature of Reporting Person Date
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