SEC Form 4 · accession 0001209191-16-143043
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Michael F Price
10% Owner · Other
MFP PARTNERS LP
10% Owner · Other
MFP INVESTORS LLC
10% Owner · Other
Period of report
Sep 28, 2016
Accepted (ET)
Sep 28, 2016 · 5:52 pm EDT
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, par value $0.001 per shareF1,F2,F3 | Sep 28, 2016 | M | 84,415 | $4.63 | A | 3,197,838 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 8% Sr Secured Convertible Debenture Due November 30, 2017F1,F2,F3 | $4.63 | Sep 28, 2016 | M | 84,415 | D | Dec 31, 2014 | Nov 30, 2017 | Common Stock | 84,415 | 0 | D |
| Common Stock Purchase Warrant (right to buy)F4,F1,F2,F3 | $4.53 | Dec 31, 2014 | A | 200,000 | A | Jun 1, 2015 | Jun 1, 2020 | Common Stock | 200,000 | 200,000 | D |
Explanation of responses
- F1This 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.
- F2MFP Partners is the direct beneficial owner of 3,197,838 shares of common stock of the Company ("Common Shares") and was the direct holder of the 8% Senior Secured Convertible Debenture Due November 30, 2017 (the "Debenture") which was converted to Common Shares. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of 3,197,838 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.
- F3On September 28, 2016, MFP Partners converted the outstanding principal and accrued interest on the Debenture into 84,415 Common Shares at a conversion price of $4.63 per share.
- F4The Warrant is exercisable for Common Shares only to the extent that upon such exercise, the Reporting Persons will not own Common Shares in excess of 19.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of the Warrant. MFP may, from time to time, decrease the Beneficial Ownership Limitation by notice to the Company.
Remarks
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.