0001209191-22-053114.txt : 20221007
0001209191-22-053114.hdr.sgml : 20221007
20221007163332
ACCESSION NUMBER: 0001209191-22-053114
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220922
FILED AS OF DATE: 20221007
DATE AS OF CHANGE: 20221007
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MFP PARTNERS LP
CENTRAL INDEX KEY: 0001074749
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34719
FILM NUMBER: 221301121
BUSINESS ADDRESS:
STREET 1: 909 THIRD AVENUE, 33RD FLOOR
CITY: New York
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-752-7250
MAIL ADDRESS:
STREET 1: 909 THIRD AVENUE, 33RD FLOOR
CITY: New York
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Price Jennifer C.
CENTRAL INDEX KEY: 0001930102
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34719
FILM NUMBER: 221301119
MAIL ADDRESS:
STREET 1: C/O MFP INVESTORS LLC
STREET 2: 909 THIRD AVENUE, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MFP INVESTORS LLC
CENTRAL INDEX KEY: 0001105685
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34719
FILM NUMBER: 221301120
BUSINESS ADDRESS:
STREET 1: 909 THIRD AVE, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212 752-7280
MAIL ADDRESS:
STREET 1: 909 THIRD AVE, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
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
BUSINESS ADDRESS:
STREET 1: 2101 KEN PRATT BLVD.
STREET 2: SUITE 201
CITY: LONGMONT
STATE: CO
ZIP: 80501
BUSINESS PHONE: (720) 506-9191
MAIL ADDRESS:
STREET 1: 2101 KEN PRATT BLVD.
STREET 2: SUITE 201
CITY: LONGMONT
STATE: CO
ZIP: 80501
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-09-22
0
0001477246
S&W Seed Co
SANW
0001074749
MFP PARTNERS LP
C/O MFP INVESTORS LLC
909 THIRD AVENUE, 33RD FLOOR
NEW YORK
NY
10022
0
0
1
1
See remarks
0001105685
MFP INVESTORS LLC
909 THIRD AVENUE, 33RD FLOOR
NEW YORK
NY
10022
0
0
1
1
See remarks
0001930102
Price Jennifer C.
C/O MFP INVESTORS LLC
909 THIRD AVENUE, 33RD FLOOR
NEW YORK
NY
10022
0
0
1
1
See remarks
Common Stock Purchase Warrant
1.60
2022-09-22
4
A
0
500000
0.00
A
2022-09-22
2027-09-22
Common Stock
500000
500000
D
MFP Partners, L.P. ("MFP Partners") acquired the Common Stock Purchase Warrant reported herein (the "Warrant) directly from S&W Seed Company (the "Company"), as compensation for providing a letter of credit pursuant to a Subordinate Loan and Security Agreement between MFP Partners and the Company, dated September 22, 2022. The Warrant is currently exercisable through the 5-year anniversary of its issuance at $1.60 per share. The Warrant may be reduced by up to one half if draws are made to the letter of credit, at which time the Company will be obligated to issue MFP Partners additional common stock purchase warrants at $1.60 per share.
This report is filed jointly by MFP Partners, MFP Investors LLC ("MFP Investors") and Jennifer Cook Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with the Company. MFP Investors is the general partner of MFP Partners. Ms. Price is managing director of MFP Partners and managing member and managing director of MFP Investors.
MFP Partners is the direct beneficial owner of the Warrant reported herein. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of the Warrant reported herein, including the Common Stock issuable upon conversion or exercise of the Warrant; however, each such Reporting Person disclaims beneficial ownership of such Warrant or any Common Stock issuable upon conversion or exercise of such Warrant except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the Warrant described herein or any Common Stock issuable upon conversion or exercise of such Warrant for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
Mr. Alexander C. Matina (Vice President and Portfolio Manager at MFP Investors), serves as a member of the board of directors of the Company as a nominee of MFP. Each of MFP Partners, MFP Investors and Ms. Price may be deemed a director of the Company by deputization on the basis of the relationships among such persons and Mr. Matina.
MFP PARTNERS, L.P., By: MFP INVESTORS LLC, By: /s/ Timothy E. Ladin, Name: Timothy E. Ladin, Title: General Counsel, Vice President
2022-10-07
MFP INVESTORS LLC, By: /s/ Timothy E. Ladin, Name: Timothy E. Ladin, Title: General Counsel, Vice President
2022-10-07
/s/ Jennifer Cook Price
2022-10-07