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