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