SEC Form 4 · accession 0001249155-15-000030
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennis Charles Jury
Officer — EVP Operations and COO
Period of report
Oct 1, 2015
Accepted (ET)
Oct 5, 2015 · 7:54 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 | 1,250 | $0.00 | A | 1,250 | D | |
| Common StockF2 | holding | — | — | — | 88,000 | I | By trust | |
| Common StockF3 | holding | — | — | — | 128,217 | I | By retirement fund |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | — | Oct 1, 2015 | M | 1,250 | D | — | — | Common Stock | 1,250 | 7,083 | D |
Explanation of responses
- F1Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On July 15, 2015, the reporting person was granted 8,333 RSUs that were previously reported on Table II of Form 4, which report was filed with the Securities and Exchange Commission on July 17, 2015.
- F2These shares are owned directly by The Jury Bain Family Trust, of which the reporting person is a joint trustee with his spouse and a beneficiary.
- F3These shares are owned directly by Jury Bain Superannuation Fund, a retirement fund of which the reporting person is a beneficiary.
- F4Each 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.
- F5The RSUs vest on the following schedule, assuming continued service with the Issuer on each vesting date: (i) 11,250 RSUs vested on October 1, 2015 (reported on this Form 4); the remaining 7,083 vest in 11 quarterly installments on the first day of each fiscal quarter, commencing on January 1, 2016 and continuing thereafter on the first day of each succeeding fiscal quarter through and including July 1, 2018. Of the quarterly vesting installments, 10 will vest an aggregate of 643 RSUs and the 11th installment will vest an aggregate of 653 RSUs. 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.