SEC Form 4/A · accession 0001249155-15-000007
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Grover T Wickersham
Director
Period of report
Mar 9, 2015
Accepted (ET)
Mar 18, 2015 · 5:51 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 StockF1 | Mar 9, 2015 | M | 50,000 | $4.00 | A | 222,125 | D | |
| Common StockF2 | holding | — | — | — | 372,000 | I | By limited partnership | |
| Common StockF3 | holding | — | — | — | 24,397 | I | By trust | |
| Common StockF4 | holding | — | — | — | 51,022 | I | By corporation | |
| Common StockF5 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common StockF6 | $4.00 | Mar 9, 2015 | M | 50,000 | D | — | Mar 9, 2015 | Common Stock | 50,000 | 0 | D |
Explanation of responses
- F1This report is filed to correct a previous reporting error. As previously reported, the reporting person directly acquired 50,000 shares upon exercise of stock options exempted pursuant to Rule 16b-3. However, the reporting person incorrectly stated the cumulative number of shares directly owned following that transaction as 222,105 shares, when the correct total should have been 222,125 shares.
- F2The reporting person owns 100% of the shares of Glenbrook Capital Management ("GCM"), the corporate general partner of Glenbrook Capital Limited Partnership ("GBLP"). As the general partner, GCM could be deemed to be the beneficial owner of the portfolio securities owned by GBLP, and the reporting person could be deemed to be the beneficial owner of GCM's shares. The reporting person disclaims beneficial ownership of the shares owned by GBLP 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.
- F3The 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 purpose.
- F4See footnote (2). The reporting person disclaims beneficial ownership of the shares GCM beneficially owns except to the extent of his pecuniary interest. 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.
- F5The reporting person owns 75% of the shares of Wickersham Law Group, the corporation that owns the shares. 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 options vested and became exercisable in 12 quarterly installments over three years, commencing on July 1, 2010 and continuing thereafter on the first day of each succeeding fiscal quarter (October 1, January 1, April 1 and July 1) through and including April 1, 2013.