SEC Form 4 · accession 0001249155-15-000010
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark S Grewal
Officer — President and CEO · Director
Period of report
Apr 1, 2015
Accepted (ET)
Apr 3, 2015 · 6:16 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 | Apr 1, 2015 | M | 4,722 | $0.00 | A | 95,529 | D | |
| Common Stock | Apr 1, 2015 | F | 2,156 | $0.00 | D | 93,373 | D | |
| Common StockF4 | Apr 1, 2015 | S | 1,181 | $4.6571 | D | 92,192 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | — | Apr 1, 2015 | M | 4,722 | D | — | — | Common Stock | 4,711 | 47,224 | D |
Explanation of responses
- F1Represents the conversion upon vesting of restricted stock units into Common Stock. On March 16, 2013, the reporting person was granted 100,000 restricted stock units 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 reporting person is reporting the withholding by the Issuer of 2,156 shares of common stock that vested on April 1, 2015, but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the delivery of the converted common stock to the reporting person as of April 1, 2015.
- F3The sales reported on this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F4This transaction was executed in multiple trades at prices ranging from $4.63 to $4.69. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
- F5Each restricted stock unit is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on April 1, 2015 was $4.50.
- F6On March 16, 2013, the reporting person was granted 100,000 restricted stock units ("RSUs"), of which 4,722 vested on April 1, 2015. The common stock into which such vested RSUs converted on April 1, 2015 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest in 10 additional quarterly installments of 4,722 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 4,726 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.