SC 13G/A

0001193125-16-446095.txt : 20160201 0001193125-16-446095.hdr.sgml : 20160201 20160201162800 ACCESSION NUMBER: 0001193125-16-446095 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160201 DATE AS OF CHANGE: 20160201 GROUP MEMBERS: IRON ROAD CAPITAL PARTNERS L.L.C. GROUP MEMBERS: RMB CAPITAL HOLDINGS, LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86123 FILM NUMBER: 161377624 BUSINESS ADDRESS: STREET 1: 7108 NORTH FRESNO STREET STREET 2: SUITE 380 CITY: FRESNO STATE: CA ZIP: 93720 BUSINESS PHONE: 559 884 2535 MAIL ADDRESS: STREET 1: 7108 NORTH FRESNO STREET STREET 2: SUITE 380 CITY: FRESNO STATE: CA ZIP: 93720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RMB Capital Management, LLC CENTRAL INDEX KEY: 0001332905 IRS NUMBER: 593792751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 115 S. LASALLE ST. STREET 2: 34TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: (312) 993-5800 MAIL ADDRESS: STREET 1: 115 S. LASALLE ST. STREET 2: 34TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 SC 13G/A 1 d122955dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment)

S & W Seed Co.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

785135104

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 785135104


1.	Names of Reporting Person I.R.S. Identification Nos. of above person RMB Capital Holdings, LLC 45-2624924
2.	Check the Appropriate Box if a Member Of a Group (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware Limited Liability Company
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power: None
		6.	Shared Voting Power: 1,129,157
		7.	Sole Dispositive Power: None
		8.	Shared Dispositive Power: 1,129,157
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,129,157
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11.	Percent of Class Represented by Amount in Row (9) 8.37%
12.	Type of Reporting Person oo

CUSIP No. 785135104


1.	Names of Reporting Person I.R.S. Identification Nos. of above person RMB Capital Management, LLC 59-3792751
2.	Check the Appropriate Box if a Member Of a Group (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware Limited Liability Company
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power: None
		6.	Shared Voting Power: 1,129,157
		7.	Sole Dispositive Power: None
		8.	Shared Dispositive Power: 1,129,157
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,129,157
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11.	Percent of Class Represented by Amount in Row (9) 8.37%
12.	Type of Reporting Person IA

CUSIP No. 785135104


1.	Names of Reporting Person I.R.S. Identification Nos. of above person Iron Road Capital Partners L.L.C. 20-4493541
2.	Check the Appropriate Box if a Member Of a Group (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware Limited Liability Company
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power: None
		6.	Shared Voting Power: 1,129,157
		7.	Sole Dispositive Power: None
		8.	Shared Dispositive Power: 1,129,157
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,129,157
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11.	Percent of Class Represented by Amount in Row (9) 8.37%
12.	Type of Reporting Person OO


Item 1.	(a)	Issuer: S & W Seed Co.

		Address:

		25552 South Butte Avenue
		Five Points, CA 93624

Item 2.	(a)	Name of Person Filing:

		(i) RMB Capital Holdings, LLC
		(ii) RMB Capital Management, LLC
		(iii) Iron Road Capital Partners, LLC

	(b)	Address of Principal Business Offices:

		115 S. LaSalle Street
		34th Floor
		Chicago, IL 60603

	(c)	Citizenship:

		Please refer to Item 4 on each cover sheet for each Reporting Person

	(d)	Title of Class of Securities

		Common Stock

	(e)	CUSIP Number: 785135104

Item 3.

If this statement is filed pursuant to rule 240.13d- 1(b),or 240.13d-2(b) or (c), check whether the person filing is a:



(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C.78c).

(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	¨	Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c).

(d)	¨	Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	x	An investment adviser in accordance with 240.13d-1(b)1)(ii)(E).

(f)	¨	An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F).

(g)	¨	A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G)

(h)	¨	A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)	¨	Group, in accordance with section 240.13d-1(b)(1)(ii)(J).


Item 4.		Ownership

		Please see Items 5 - 9 and 11 on each cover sheet for each Reporting Person

Item 5.		Ownership of Five Percent or Less of a Class

		Not Applicable

Item 6.		Ownership of More than Five Percent on Behalf of Another Person

		Not Applicable

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

		Not Applicable

Item 8.		Identification and Classification of Members of the Group

		Not Applicable

Item 9.		Notice of Dissolution of Group

		Not Applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 1, 2016


RMB Capital Holdings, LLC

By:		/s/ Walter Clark
Name:		Walter Clark
Title:		Manager

RMB Capital Management, LLC

By: RMB Capital Holdings, LLC
Its: Manager

By:		/s/ Walter Clark
Name:		Walter Clark
Title:		Manager

Iron Road Capital Partners, LLC

By: RMB Capital Management, LLC
Its: Manager

By: RMB Capital Holdings, LLC
Its: Manager

By:		/s/ Walter Clark
Name:		Walter Clark
Title:		Manager

JOINT FILING AGREEMENT

RMB Capital Holdings, LLC, a Delaware Limited Liability Company, RMB Capital Management, LLC (an investment adviser registered under the Investment Advisers Act of 1940); and Iron Road Capital Partners, LLC, a Delaware Limited Liability Company, hereby agree to file jointly the statement on this Schedule 13G/A to which this Agreement is attached, and any amendments thereto which may be deemed necessary.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G/A, and any amendments thereto, filed on behalf of each of the parties hereto.

Date: February 1, 2016


RMB Capital Holdings, LLC

By:		/s/ Walter Clark
Name:		Walter Clark
Title:		Manager

RMB Capital Management, LLC

By: RMB Capital Holdings, LLC
Its: Manager

By:		/s/ Walter Clark
Name:		Walter Clark
Title:		Manager

Iron Road Capital Partners, LLC

By: RMB Capital Management, LLC
Its: Manager

By: RMB Capital Holdings, LLC
Its: Manager

By:		/s/ Walter Clark
Name:		Walter Clark
Title:		Manager