SEC Form 4 · accession 0001249155-15-000029
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
Oct 1, 2015
Accepted (ET)
Oct 5, 2015 · 7:34 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 | Oct 1, 2015 | M | 4,222 | $0.00 | A | 184,818 | 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 | — | Oct 1, 2015 | M | 4,222 | D | — | — | Common Stock | 4,222 | 38,002 | D |
Explanation of responses
- F1(1) Represents 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.
- F2Directly owned by Glenbrook Capital LP. The reporting person owns 100% of the shares of this limited partnership's general partner, Glenbrook Capital Management. 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 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 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.
- F4Directly owned by Glenbrook Capital Management.The reporting person is the owner of 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 for purposes of Section 16 or for any other purposes.
- F5Directly owned by RWL Management, Inc. The reporting person is the majority owner, executive officer and director 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.
- F6Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on October 1, 2015 was $4.50.
- F7On March 16, 2013, the reporting person was granted 80,000 RSUs that will continue to vest on the first day of each fiscal quarter through October 1, 2017, subject to the reporting person's continued service with the Issuer through the vesting date. Vested shares will be delivered to the reportimg 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.