0001209191-15-082400.txt : 20151130
0001209191-15-082400.hdr.sgml : 20151130
20151130103931
ACCESSION NUMBER: 0001209191-15-082400
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151123
FILED AS OF DATE: 20151130
DATE AS OF CHANGE: 20151130
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: 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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PRICE MICHAEL F
CENTRAL INDEX KEY: 0000918537
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34719
FILM NUMBER: 151258856
MAIL ADDRESS:
STREET 1: C/O MFP INVESTORS LLC
STREET 2: 667 MADISON AVE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10065
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34719
FILM NUMBER: 151258857
BUSINESS ADDRESS:
STREET 1: 667 MADISON AVE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10065
BUSINESS PHONE: 212 752-7280
MAIL ADDRESS:
STREET 1: 667 MADISON AVE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10065
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MFP PARTNERS LP
CENTRAL INDEX KEY: 0001074749
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34719
FILM NUMBER: 151258858
BUSINESS ADDRESS:
STREET 1: 667 Madison Avenue, 25th Floor
CITY: New York
STATE: NY
ZIP: 10065
BUSINESS PHONE: 212-752-7250
MAIL ADDRESS:
STREET 1: 667 Madison Avenue, 25th Floor
CITY: New York
STATE: NY
ZIP: 10065
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2015-11-23
0
0001477246
S&W Seed Co
SANW
0001074749
MFP PARTNERS LP
C/O MFP INVESTORS LLC
667 MADISON AVENUE, 25TH FLOOR
NEW YORK
NY
10065
0
0
1
1
See remarks below
0001105685
MFP INVESTORS LLC
667 MADISON AVENUE, 25TH FLOOR
NEW YORK
NY
10065
0
0
1
1
See remarks below
0000918537
PRICE MICHAEL F
C/O MFP INVESTORS LLC
667 MADISON AVENUE, 25TH FLOOR
NEW YORK
NY
10065
0
0
1
1
See remarks below
Common Stock, par value $0.001 per share
2474722
D
8% Sr. Secured Convertible Debenture Due November 30, 2017
5.00
2014-12-31
2017-11-30
Common Stock, par value $0.001 per share
292300
D
Common Stock Purchase Warrant (right to buy)
5.00
2015-06-01
2020-06-01
Common Stock, par value $0.001 per share
200000
D
This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Michael F. Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with S&W Seed Company (the "Company").
MFP Investors is the general partner of MFP Partners. Mr. Price is the managing partner of MFP Partners and the managing member and controlling person of MFP Investors.
MFP Partners is the direct beneficial owner of 2,474,722 shares of common stock of the Company ("Common Shares"). Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of 2,474,722 Common Shares; however, each such Reporting Person disclaims beneficial ownership of such Common Shares 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 Common Shares described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
The Debenture and the Warrant are convertible or exercisable for shares of Common Stock only to the extent that upon such conversion or exercise, the Reporting Persons will not own shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion or exercise of the Debenture or Warrant, as applicable. MFP may, from time to time, increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Beneficial Ownership Limitation by notice to the Company.
Mr. Alexander C. Matina (Vice President, Investments 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 Mr. 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/ Michael F. Price; Name: Michael F. Price; Title: Managing Member
2015-11-30
MFP INVESTORS LLC; By: /s/ Michael F. Price; Name: Michael F. Price; Title: Managing Member
2015-11-30
/s/ Michael F. Price; Michael F. Price
2015-11-30