SEC Form 4 · accession 0001249155-16-000046
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark James Harvey
Officer — Chairman of the Board · Director
Period of report
Jan 1, 2016
Accepted (ET)
Jan 5, 2016 · 7:59 pm EST
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 | Jan 1, 2016 | M | 772 | $0.00 | A | 2,272 | D | |
| Common Stock | Jan 1, 2016 | M | 1,064 | $0.00 | A | 3,336 | D | |
| Common StockF3 | holding | — | — | — | 188,000 | 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 | — | Jan 1, 2016 | M | 772 | D | — | — | Common Stock | 772 | 7,728 | D |
| Restricted Stock UnitsF4,F6 | — | Jan 1, 2016 | M | 1,064 | D | — | — | Common Stock | 1,064 | 3,195 | 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 10,000 RSUs that were previously reported on Table II of Form 4, which report was filed with the Securities and Exchange Commission ("SEC") on July 17, 2015.
- F2Represents the conversion upon vesting of RSUs into common stock. On December 11, 2015, the reporting person was granted 4,259 RSUs that were previously reported on Table II of Form 4, which report was filed with the SEC on December 15, 2015.
- F3These shares are owned directly by The Harvey Superannuation Fund, a retirement fund of which the reporting person is beneficiary.
- F4Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on January 4, 2016 (the first trading day of the fiscal quarter) was $4.17.
- F5On July 15, 2015, the reporting person was granted 10,000 RSUs, of which 772 vested on January 1, 2016. The common stock into which such vested RSUs converted on January 1, 2016 is reported on Table I of this Form 4. The remaining unvested RSUs will continued to vest in 9 additional quarterly installments of 772 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 780 RSUs on July 1, 2018, subject to the reporting person's continued service with the Issuer through the respective vesting dates. 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.
- F6On December 11, 2015, the reporting person was granted 4,259 RSUs, of which 1,064 vested on January 1, 2016. The common stock into which such vested RSUs converted on January 1, 2016 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest in 2 additional quarterly installments of 1,064 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 1,067 RSUs on October 1, 2016, subject to the reporting person's continued service with the Issuer through the respective vesting dates. 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.