You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| WYNNEFIELD PARTNERS SMALL CAP VALUE | 862,037 | 0 | 862,037 | 0 | 862,037 | 4.8% |
| WYNNEFIELD PARTNERS SMALL CAP VALUE | 1,384,853 | 0 | 1,384,853 | 0 | 1,384,853 | 7.7% |
| WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. (No | 371,019 | 0 | 371,019 | 0 | 371,019 | 2.1% |
| WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN (No | 99,235 | 0 | 99,235 | 0 | 99,235 | 0.6% |
| WYNNEFIELD CAPITAL MANAGEMENT | 2,246,890 | 0 | 2,246,890 | 0 | 2,246,890 | 12.5% |
| WYNNEFIELD CAPITAL, INC. 13-3688495 | 371,019 | 0 | 371,019 | 0 | 371,019 | 2.1% |
| NELSON OBUS | 2,717,144 | 0 | 2,717,144 | 0 | 2,717,144 | 15.1% |
| JoSHUA Landes | 2,717,144 | 0 | 2,717,144 | 0 | 2,717,144 | 15.1% |
Follow Nelson Obus And Joshua Landes's Wynnefield Capital
Page 1 of 13 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act
of 1934
(Amendment No. 3)
S&W
SEED COMPANY
(Name
of Issuer)
Common Stock, $0.001
Par Value
(Title
and Class of Securities)
785135104
(CUSIP
Number)
June 9, 2017
(Date
of Event which Requires Filing of this Statement)
Check the appropriate
box to designate the rule pursuant to which this schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Follow S&W Seed Co (NASDAQ:SANW)
Follow S&W Seed Co (NASDAQ:SANW)
Page 2 of 13 – SEC Filing
| CUSIP No. 785135104 | Page 2 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. 13-3688497 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 862,037 Shares |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 862,037 Shares | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 862,037 Shares |
| 10 | CHECK BOX IF [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8% |
| 12 | TYPE OF REPORTING PERSON PN |
2
Follow S&W Seed Co (NASDAQ:SANW)
Follow S&W Seed Co (NASDAQ:SANW)
Page 3 of 13 – SEC Filing
| CUSIP No. 785135104 | Page 3 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS WYNNEFIELD |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,384,853 Shares |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 1,384,853 Shares | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,384,853 Shares |
| 10 | CHECK BOX IF [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.7% |
| 12 | TYPE OF REPORTING PERSON PN |
3
Follow S&W Seed Co (NASDAQ:SANW)
Follow S&W Seed Co (NASDAQ:SANW)
Page 4 of 13 – SEC Filing
| CUSIP No. 785135104 | Page 4 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS WYNNEFIELD |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 371,019 Shares |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 371,019 Shares | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 371,019 Shares |
| 10 | CHECK BOX IF [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.1% |
| 12 | TYPE OF REPORTING PERSON CO |
4
Follow S&W Seed Co (NASDAQ:SANW)
Follow S&W Seed Co (NASDAQ:SANW)
Page 5 of 13 – SEC Filing
| CUSIP No. 785135104 | Page 5 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS WYNNEFIELD |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 99,235 Shares |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 99,235 Shares | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 99,235 Shares |
| 10 | CHECK BOX IF THE AGGREGATE [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.6% |
| 12 | TYPE OF REPORTING PERSON EP |
5
Follow S&W Seed Co (NASDAQ:SANW)
Follow S&W Seed Co (NASDAQ:SANW)
Page 6 of 13 – SEC Filing
| CUSIP No. 785135104 | Page 6 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS WYNNEFIELD |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION New York |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 2,246,890 Shares (1) |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 2,246,890 Shares (1) | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,246,890 Shares (1) |
| 10 | CHECK BOX IF THE AGGREGATE [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.5% (1) |
| 12 | TYPE OF REPORTING PERSON OO |
(1) Wynnefield Capital Management, LLC holds an indirect beneficial
interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners
Small Cap Value, L.P. I.
6
Follow S&W Seed Co (NASDAQ:SANW)
Follow S&W Seed Co (NASDAQ:SANW)
Page 7 of 13 – SEC Filing
| CUSIP No. 785135104 | Page 7 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS WYNNEFIELD |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 371,019 Shares (1) |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 371,019 Shares (1) | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 371,019 Shares (1) |
| 10 | CHECK BOX IF THE AGGREGATE [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.1% (1) |
| 12 | TYPE OF REPORTING PERSON CO |
(1) Wynnefield Capital, Inc. holds an indirect beneficial interest
in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.
7
Follow S&W Seed Co (NASDAQ:SANW)
Follow S&W Seed Co (NASDAQ:SANW)
Page 8 of 13 – SEC Filing
| CUSIP No. 785135104 | Page 8 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS NELSON OBUS |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 2,717,144 Shares (1) |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 2,717,144 Shares (1) | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,717,144 Shares (1) |
| 10 | CHECK BOX IF THE AGGREGATE [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.1% (1) |
| 12 | TYPE OF REPORTING PERSON IN |
(1) Mr. Obus may be deemed to hold an indirect beneficial interest
in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small
Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd. and Wynnefield Capital, Inc. Profit Sharing Plan because he is
a co-managing member of Wynnefield Capital Management, LLC, a principal executive officer of Wynnefield Capital, Inc. (the investment
manager of Wynnefield Small Cap Value Offshore Fund, Ltd.), and a co-trustee of Wynnefield Capital, Inc. Profit Sharing Plan. The
filing of this Statement and any future amendment by Mr. Obus, and the inclusion of information herein and therein with respect
to Mr. Obus, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial
owner of any shares in which he does not have a pecuniary interest. Mr. Obus disclaims any beneficial ownership of the shares of
Common Stock covered by this Statement.
8
Follow S&W Seed Co (NASDAQ:SANW)
Follow S&W Seed Co (NASDAQ:SANW)
Page 9 of 13 – SEC Filing
| CUSIP No. 785135104 | Page 9 of 13 Pages |
| 1 | NAMES OF REPORTING PERSONS JoSHUA Landes |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 2,717,144 Shares (1) |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 2,717,144 Shares (1) | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,717,144 Shares (1) |
| 10 | CHECK BOX IF THE AGGREGATE [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.1% (1) |
| 12 | TYPE OF REPORTING PERSON IN |
(1) Mr. Landes may be deemed to hold an indirect beneficial
interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners
Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd. and Wynnefield Capital, Inc. Profit Sharing Plan because
he is a co-managing member of Wynnefield Capital Management, LLC, a principal executive officer of Wynnefield Capital, Inc. (the
investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd.), and a co-trustee of Wynnefield Capital, Inc. Profit Sharing
Plan. The filing of this Statement and any future amendment by Mr. Landes, and the inclusion of information herein and therein
with respect to Mr. Landes, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act,
is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Landes disclaims any beneficial ownership
of the shares of Common Stock covered by this Statement.
9
Follow S&W Seed Co (NASDAQ:SANW)
Follow S&W Seed Co (NASDAQ:SANW)
Page 10 of 13 – SEC Filing
| CUSIP No. 785135104 | Page 10 of 13 Pages |
| Item 1(a). | Name of Issuer: S&W Seed Company. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: 802 N. Douty Street, Hanford, CA 93230 |
| Item 2(a). | Name of Person Filing: Wynnefield Partners Small Cap Wynnefield Partners Small Cap Wynnefield Small Cap Value Offshore Wynnefield Capital, Inc., Profit Wynnefield Capital Management, Wynnefield Capital, Inc. (“WCI”) Nelson Obus Joshua Landes |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: 450 Seventh Avenue, Suite 509, New York, New York 10123 |
| Item 2(c). | Citizenship: Partners and Partners I are Fund is Cayman Islands company. WCM is a New York limited liability WCI is a Delaware corporation. The Plan is organized in Delaware. Mr. Obus and Mr. Landes are United |
10
Follow S&W Seed Co (NASDAQ:SANW)
Follow S&W Seed Co (NASDAQ:SANW)
Page 11 of 13 – SEC Filing
| CUSIP No. 785135104 | Page 11 of 13 Pages |
| Item 2(d). | Title of Class of Securities: Common Stock, $0.001 Par Value Per Share. |
| Item 2(e). | CUSIP Number: 785135104 |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | [ ] | Broker or Dealer registered under Section 15 of the Act. | |
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the Act. | |
| (c) | [ ] | Insurance Company as defined in Section 3(a)(19) of the Act. | |
| (d) | [ ] | Investment Company registered under Section 8 of the Investment Company Act. | |
| (e) | [X] | Investment Adviser registered in accordance with Rule 13d-1(b)(1)(ii)(E). | |
| (f) | [ ] | Employee Benefit Plan or Endowment Fund in accordance with Rule 13d–1(b)(1)(ii)(F). | |
| (g) | [ ] | Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| (h) | [ ] | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (i) | [ ] | A church plan that is excluded from the definition | |
| (j) | [ ] | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | |
| If this Statement is filed pursuant to Rule 13d-1(c), check this box [ ]. | |||
11
Follow S&W Seed Co (NASDAQ:SANW)
Follow S&W Seed Co (NASDAQ:SANW)
Page 12 of 13 – SEC Filing
| CUSIP No. 785135104 | Page 12 of 13 Pages |
| Item 4. | Ownership. | ||
| (a) | Amount beneficially owned by all Reporting Persons: 2,717,144 Common Shares | ||
| (b) | Percent of Class: 15.1% of outstanding Common Shares | ||
| (c) | Number of Shares as to which the Reporting Persons have: | ||
| (i) | Sole power to vote or to direct the vote: 2,717,144 Common Shares | ||
| (ii) | Shared power to vote or to direct the vote: 0 | ||
| (iii) | Sole power to dispose or to direct the disposition of: 2,717,144 Common Shares | ||
| (iv) | Shared Power to dispose or to direct the disposition of: 0 | ||
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ]. |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Not Applicable. |
| Item 7. | Identification and Classification of the Subsidiary Which Not Applicable. |
| Item 8. | Identification and Classification of Members of the Group. See Item 2(a)-(c). |
| Item 9. | Notice of Dissolution of Group. Not Applicable. |
| Item 10. | Certifications. By signing below, I certify that, to the best of my |
12
Follow S&W Seed Co (NASDAQ:SANW)
Follow S&W Seed Co (NASDAQ:SANW)
Page 13 of 13 – SEC Filing
| CUSIP No. 785135104 | Page 13 of 13 Pages |
SIGNATURE
| Date: June 12, 2017 | WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. | ||
| By: | Wynnefield Capital Management, LLC, General Partner | ||
| By: | /s/ Nelson Obus | ||
| Nelson Obus, Managing Member | |||
| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I | |||
| By: | Wynnefield Capital Management, LLC, General Partner | ||
| By: | /s/ Nelson Obus | ||
| Nelson Obus, Managing Member | |||
| WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. | |||
| By: | Wynnefield Capital, Inc. | ||
| By: | /s/ Nelson Obus | ||
| Nelson Obus, President | |||
| WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN | |||
| By: | /s/ Nelson Obus | ||
| Nelson Obus, Authorized Signatory | |||
| WYNNEFIELD CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Nelson Obus | ||
| Nelson Obus, Co-Managing Member | |||
| WYNNEFIELD CAPITAL, INC. | |||
| By: | /s/ Nelson Obus | ||
| Nelson Obus, President | |||
| /s/ Nelson Obus | |||
| Nelson Obus, Individually | |||
| /s/ Joshua Landes | |||
| Joshua Landes, Individually | |||
13
