SEC Form 4 · accession 0001200876-15-000008
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Grover T Wickersham
Director
Period of report
Jan 1, 2015
Accepted (ET)
Jan 6, 2015 · 1:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001477246
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 1, 2015 | M | 4,222 | $0.00 | A | 104,662 | D | |
| Common StockF2 | holding | — | — | — | 67,463 | D | ||
| Common StockF3 | holding | — | — | — | 360,000 | I | By: limited partnership | |
| Common StockF4 | holding | — | — | — | 24,397 | I | By: trust | |
| Common StockF5 | holding | — | — | — | 51,022 | I | By: corporation | |
| Common StockF6 | holding | — | — | — | 23,723 | I | By: corporation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7,F8 | — | Jan 1, 2015 | M | 4,222 | D | — | — | Common Stock, $0.001 par value | 4,222 | 46,446 | D |
Explanation of responses
- F1Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On March 16, 2013, the reporting person was granted 80,000 RSUs that were previously reported on Table II of Form 4, and which was filed with the Securities and Exchange Commission on March 19, 2013.
- F2The 67,463 shares reported hereon are jointly owned by the reporting person and his spouse as community property.
- F3The reporting person owns 100% of the shares of this limited partnership's general partner. He disclaims beneficial ownership except to the extent of his pecuniary interest in the limited partnership. The inclusion of these shares in this report on his behalf shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F4The reporting person is the trustee of his daughter's trust, The Lindsay Anne Wickersham 1999 Irrevocable Trust. The reporting person disclaims beneficial ownership of all of the securities owned by the Trust. The inclusion of these shares in this report on his behalf shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or for any other purposes.
- F5The reporting person owns 100% of the shares of the corporation. He disclaims beneficial ownership except to the extent of his pecuniary interest in the corporation. The inclusion of these shares in this report on his behalf shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F6The reporting person owns 75% of the shares of the corporation, and he is an executive officer and director of that corporation. He disclaims beneficial ownership except to the extent of his pecuniary interest in the corporation. The inclusion of these shares in this report on his behalf shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F7Each RSU is the economic equivalent of one share of S&W Seed Company common stock.
- F8On March 16, 2013, the reporting person was granted 80,000 RSUs, of which 4,222 vested on January 1, 2015. The common stock into which such vested RSUs converted on January 1, 2015 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest in 11 additional quarterly installments of 4,222 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 4,226 RSUs on October 1, 2017, subject to the reporting person's continued service with the Company through the vesting date. Vested shares will be delivered to the reporting person on the settlement date unless the Company elects to settle the RSUs in cash or a combination of shares and cash, at the Company's discretion.