SEC Form 4 · accession 0001209191-18-059773
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
Nov 20, 2018
Accepted (ET)
Nov 21, 2018 · 5:07 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 |
|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F2,F3 | Nov 20, 2018 | F | 7,235 | $0.00 | D | 0 | D | |
| Common StockF1,F2,F3 | Nov 20, 2018 | A | 7,235,000 | $0.00 | A | 15,945,017 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1MFP Partners was the direct beneficial owner of the shares of Series A Convertible Preferred Stock of the Company ("Preferred Stock") reported herein, until the shares of Preferred Stock were automatically converted into common stock of the Company ("Common Stock") upon receipt of shareholder approval. The Preferred Stock was not convertible absent such approval. Immediately upon the conversion of the Preferred Stock, MFP Partners automatically became the direct beneficial owner of the shares of Common Stock reported herein without any payment by any Reporting Person for the Common Stock beyond the automatic surrender and conversion of the Preferred Stock. Each Reporting Person other than MFP Partners may have been deemed to be the indirect beneficial owner of such Preferred Stock and may be deemed to be the indirect beneficial owner of such Common Stock upon such conversion; however, each such Reporting Person disclaims beneficial ownership (continued in footnote 2)
- F2of such Preferred Stock or any Common Stock issued upon conversion of such Preferred 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 Preferred Stock described herein or any Common Stock issued upon conversion of such Preferred Stock for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
- F3This 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.
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.