Filing Details

Accession Number:
0001249155-17-000026
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-04-04 19:26:35
Reporting Period:
2017-04-01
Filing Date:
2017-04-04
Accepted Time:
2017-04-04 19:26:35
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1477246 S&W Seed Co SANW Agricultural Production-Crops (100) 271275784
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1488713 S Mark Grewal 802 North Douty Street
Hanford CA 93230
President And Ceo Yes Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2017-04-01 4,722 $0.00 108,213 No 4 M Direct
Common Stock Acquisiton 2017-04-01 1,931 $0.00 110,144 No 4 M Direct
Common Stock Acquisiton 2017-04-01 631 $0.00 116,660 No 4 M Direct
Common Stock Disposition 2017-04-01 2,834 $4.95 113,826 No 4 F Direct
Common Stock Disposition 2017-04-03 1,181 $4.96 112,645 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 M Direct
No 4 M Direct
No 4 F Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Restricted Stock Units Disposition 2017-04-01 4,722 $0.00 4,722 $0.00
Common Stock Restricted Stock Units Disposition 2017-04-01 1,931 $0.00 1,931 $0.00
Common Stock Restricted Stock Units Disposition 2017-04-01 631 $0.00 631 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
9,448 No 4 M Direct
9,664 No 4 M Direct
6,842 No 4 M Direct
Footnotes
  1. 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 on March 19, 2013.
  2. 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.
  3. 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.
  4. Includes one additional share that was inadvertently not issued in connection with the January 1, 2017 vesting.
  5. The reporting person is reporting the withholding by the Issuer of an aggregate of 2,834 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 converted common stock to the reporting person as of April 1, 2017.
  6. The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
  7. 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 Securities and Exchange Commission (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.
  8. 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.
  9. 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.
  10. 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 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.
  11. On October 5, 2016,the reporting person was granted 7,562 RSUs, of which 630 vested 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.