SEC Form 4 · accession 0001249155-15-000012
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Grover T Wickersham
Director
Period of report
Apr 1, 2015
Accepted (ET)
Apr 3, 2015 · 7:13 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 | 4,222 | $0.00 | A | 176,347 | D | |
| Common StockF2 | holding | — | — | — | 422,000 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F7 | — | Apr 1, 2015 | M | 4,222 | D | — | — | Common Stock | 4,222 | 42,224 | D |
Explanation of responses
- F1Represents the conversion upon vesting of restricted stock units ("RSUs")) into common stock. On March 16, 2013, the reporting person was granted 80,000 RSUs that were previously reported on Table II of Form 4, and which was filed with the Securities and Exchange Commission (the "SEC")on March 19, 2013.
- F2These shares are owned by Glenbrook Capital, L.P. ("GBLP"). The reporting person owns shares of GBLP's general partner, Glenbrook Capital Management ("GCM"), and he is a limited partner. He disclaims beneficial ownership except to the extent of his pecuniary interest in the limited partnership. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes.
- F3The reporting person is the trustee of his daughter's trust, The Lindsay Anne Wickersham 1999 Revocable Trust. The reporting person disclaims beneficial ownership of all of the securities owned by the Trust. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or for any other purposes.
- F4These shares are owned by GCM. The reporting person owns shares of this corporation. He disclaims beneficial ownership except to the extent of his pecuniary interest in the corporation. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes.
- F5These shares are owned by Wickersham Law Group. The reporting person owns shares in this corporation and is an executive officer and director. He disclaims beneficial ownership except to the extent of his pecuniary interest in the corporation. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes.
- F6Each RSU 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.
- F7On March 16, 2013, the reporting person was granted 80,000 RSUs, of which 4,222 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 4,222 on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 4,226 RSUs on October 1, 2017. Vested shares will be delivered to the reporting person on the settlement date unless the Issuer elects to settle the RSUs in cash or a combination of shares and cash, at the Issuer's discretion.