SEC Form 4 · accession 0001209191-17-066994
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
Dec 22, 2017
Accepted (ET)
Dec 22, 2017 · 2:24 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, par value $0.001 per shareF1,F2,F3 | Dec 22, 2017 | M | 1,401,384 | $3.50 | A | 5,909,222 | D | |
| Common Stock, par value $0.001 per shareF1,F2,F3 | Dec 22, 2017 | A | 905,077 | $3.50 | A | 6,814,299 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription Rights (right to buy)F1,F2,F3 | $3.50 | Dec 22, 2017 | M | 1,401,384 | D | Nov 29, 2017 | Dec 20, 2017 | Common Stock | 1,401,384 | 0 | 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 6,814,299 shares of common stock of the Company ("Common Stock") and was the direct holder of the related subscription rights. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of 6,814,299 shares of Common Stock; however, each such Reporting Person disclaims beneficial ownership of such shares of Common 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 shares of Common Stock described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
- F3On December 22, 2017, upon the completion of the Rights Offering commenced on November 29, 2017 (the "Rights Offering"), MFP Partners acquired 2,306,461 shares of Common Stock, consisting of 1,401,384 shares acquired pursuant to the exercise of basic subscription and oversubscription rights it received in the Rights Offering, and 905,077 shares acquired pursuant to its commitment to backstop the purchase of shares of Common Stock in the Rights Offering.
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.