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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
S&W Seed Co [ SANW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/16/2015 | S(1) | 50,000 | D | $4.41 | 172,125 | D | |||
Common Stock | 03/16/2015 | P(1) | 50,000 | A | $4.41 | 422,000 | I | By limited partnership(2) | ||
Common Stock | 24,397 | I | By trust(3) | |||||||
Common Stock | 51,022 | I | By corporation(4) | |||||||
Common Stcok | 23,723 | I | By corporation(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. In a private transaction, the reporting person contributed shares to the limited partnership of which he may be deemed an indirect owner in exchange for an increased limited partnership interest. The result of this transaction was that the aggregate number of shares (both direct and indirect) remained unchanged but the contribution of shares resulted in a decrease in shares directly owned by the reporting person and an increase in the shares owned by the limited partnership, which may be deemed to be an increase in the shares indirectly owned by the reporting person. See footnote (2). |
2. The reporting person owns 100% of the shares of Glenbrook Capital Management ("GCM"), the corporate general partner of Glenbrook Capital Limited Partnership ("GBLP"). As the general partner, GCM could be deemed to be the beneficial owner of the portfolio securities owned by GBLP, and the reporting person could be deemed to be the beneficial owner of GCM's shares. The reporting person disclaims beneficial ownership of the shares owned by GBLP except to the extent of his pecuniary interest in the limited partnership. The inclusion of these shares in this report on his behalf shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
3. The reporting person is the trustee of his daughter's trust, The Lindsay Anne Wickersham 1999 Irrevocable Trust. The reporting person disclaims beneficial ownership of any of the securities owned by the Trust. The inclusion of these shares in this report on his behalf shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
4. See footnote (2). The reporting person disclaims beneficial ownership of the shares owned by GCM except to the extent of his pecuniary interest. The inclusion of these shares in this report on his behalf shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for nay other purpose. |
5. The reporting person owns a majority of the shares of Wickersham Law Group, the corporation that owns the reported shares. He disclaims beneficial ownership except to the extent of his pecuniary interest. The inclusion of these shares in this report on his behalf shall not be an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
Grover T. Wickersham | 03/18/2015 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |