0001209191-18-059773.txt : 20181121
0001209191-18-059773.hdr.sgml : 20181121
20181121170719
ACCESSION NUMBER: 0001209191-18-059773
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181120
FILED AS OF DATE: 20181121
DATE AS OF CHANGE: 20181121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MFP PARTNERS LP
CENTRAL INDEX KEY: 0001074749
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34719
FILM NUMBER: 181198763
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
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: 181198764
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
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34719
FILM NUMBER: 181198765
MAIL ADDRESS:
STREET 1: C/O MFP INVESTORS LLC
STREET 2: 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: 106 K STREET, SUITE 300
CITY: SACRAMENTO
STATE: CA
ZIP: 95814
BUSINESS PHONE: 559 884 2535
MAIL ADDRESS:
STREET 1: 106 K STREET, SUITE 300
CITY: SACRAMENTO
STATE: CA
ZIP: 95814
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-11-20
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 below
0001105685
MFP INVESTORS LLC
909 THIRD AVENUE, 33RD FLOOR
NEW YORK
NY
10022
0
0
1
1
See remarks below
0000918537
PRICE MICHAEL F
C/O MFP INVESTORS LLC
909 THIRD AVENUE, 33RD FLOOR
NEW YORK
NY
10022
0
0
1
1
See remarks below
Series A Convertible Preferred Stock
2018-11-20
4
F
0
7235
0.00
D
0
D
Common Stock
2018-11-20
4
A
0
7235000
0.00
A
15945017
D
MFP Partners was the direct beneficial owner of the shares of Series A Convertible Preferred Stock of the Company ("Preferred Stock") reported herein, until the shares of Preferred Stock were automatically converted into common stock of the Company ("Common Stock") upon receipt of shareholder approval. The Preferred Stock was not convertible absent such approval. Immediately upon the conversion of the Preferred Stock, MFP Partners automatically became the direct beneficial owner of the shares of Common Stock reported herein without any payment by any Reporting Person for the Common Stock beyond the automatic surrender and conversion of the Preferred Stock. Each Reporting Person other than MFP Partners may have been deemed to be the indirect beneficial owner of such Preferred Stock and may be deemed to be the indirect beneficial owner of such Common Stock upon such conversion; however, each such Reporting Person disclaims beneficial ownership (continued in footnote 2)
of such Preferred Stock or any Common Stock issued upon conversion of such Preferred Stock 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 Preferred Stock described herein or any Common Stock issued upon conversion of such Preferred Stock for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
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.
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
2018-11-21
MFP INVESTORS LLC, By: /s/ Michael F. Price, Name: Michael F. Price, Title: Managing Member
2018-11-21
/s/ Michael F. Price
2018-11-21