0001249155-17-000027.txt : 20170404 0001249155-17-000027.hdr.sgml : 20170404 20170404195644 ACCESSION NUMBER: 0001249155-17-000027 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170401 FILED AS OF DATE: 20170404 DATE AS OF CHANGE: 20170404 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: 802 NORTH DOUTY STREET CITY: HANFORD STATE: CA ZIP: 93230 BUSINESS PHONE: 559 884 2535 MAIL ADDRESS: STREET 1: 802 NORTH DOUTY STREET CITY: HANFORD STATE: CA ZIP: 93230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Szot Matthew K CENTRAL INDEX KEY: 0001401385 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34719 FILM NUMBER: 17740688 MAIL ADDRESS: STREET 1: 802 NORTH DOUTY STREET CITY: HANFORD STATE: CA ZIP: 93230 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2017-04-01 0 0001477246 S&W Seed Co SANW 0001401385 Szot Matthew K 802 NORTH DOUTY STREET HANFORD CA 93230 0 1 0 0 EVP Finance & Admin and CFO Common Stock 2017-04-01 4 M 0 4722 0 A 58723 D Common Stock 2017-04-01 4 M 0 1931 0 A 60654 D Common Stock 2017-04-01 4 M 0 685 0 A 61339 D Common Stock 2017-04-01 4 F 0 3075 4.95 D 58264 D Common Stock 2017-04-03 4 S 0 1100 4.9659 D 57164 D Restricted Stock Units 2017-04-01 4 M 0 4722 0 D Common Stock 4722 9448 D Restricted Stock Units 2017-04-01 4 M 0 1931 0 D Common Stock 1931 9664 D Restricted Stock Units 2017-04-01 4 M 0 685 0 D Common Stock 685 6842 D Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On March 16, 2013, the reporting person was granted 100,000 RSUs (the "2013 RSU grant") that were previously reported on Table II of Form 4, which form was filed with the Securities and Exchange Commission (the "SEC") on March 19, 2013. Represents the conversion upon vesting of RSUs into common stock. On July 15, 2015, the reporting person was granted 25,000 RSUs (the "2015 RSU grant") that were previously reported on Table II of Form 4, which form was filed with the SEC on July 17, 2015. Represents the conversion upon vesting of RSUs into common stock. On October 5, 2016, the reporting person was granted 7,562 RSUs (the "2016 RSU grant") that were previously reported on Table II of Form 4, which form was filed with the SEC on October 7, 2016. Includes one additional share that was inadvertently not issued in connection with the January 1, 2017 vesting. The reporting person is reporting the withholding by the Issuer of an aggregate of 3,075 shares of common stock that vested on April 1, 2017 pursuant to the 2013 RSU grant, the 2015 RSU grant and the 2016 RSU grant, but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the delivery of the converted common stock to the reporting person as of April 1, 2017. The sales reported on this Form 4 were made pursuant to a Rule 105-1 trading plan adopted by the reporting person. This transaction was executed in multiple trades at prices ranging from $4.95 to $5.00. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request of the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4. Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on March 31, 2017 (the last trading day before the April 1, 2017 vesting date, which fell on a weekend) was $4.95. On March 16, 2013, the reporting person was granted 100,000 RSUs, of which 4,722 vested on April 1, 2017. The remaining unvested RSUs will continue to vest in 1 additional quarterly installment of 4,722 RSUs on July 1, 2017 and a final quarterly installment will vest an aggregate of 4,726 RSUs on October 1, 2017, subject to the reporting person's continued service with the Issuer on each respective vesting date. Vested shares will be delivered to the reporting person on the settlement date unless the Issuer elects to settle the RSUs in cash or a combination of shares and cash, at the Issuer's discretion. On July 15, 2015, the reporting person was granted 25,000 RSUs, of which 1,931 vested on April 1, 2017. The common stock into which such vested RSUs converted on April 1, 2017 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest on the first day of each quarter through and including July 1, 2018, subject to the reporting person's continued service with the Issuer at each respective vesting date. Vested shares will be delivered to the reporting person on the settlement date unless the Issuer elects to settle the RSUs in cash or a combination of shares and cash, at the Issuer's discretion. On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 684 vesting on April 1, 2017, with an additional one share issued to correct a shortfall in connection with the January 1, 2017 vesting. The common stock into which such vested RSUs converted on April 1, 2017 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest 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. Vested shares will be delivered to the reporting person on the settlement date unless the Issuer elects to settle the RSUs in cash or a combination of shares and cash, at the Issuer's discretion. Matthew K. Szot 2017-04-04