SEC Form 4 · accession 0001249155-16-000060
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
Jul 1, 2016
Accepted (ET)
Jul 6, 2016 · 1:44 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 | Jul 1, 2016 | M | 4,222 | $0.00 | A | 197,262 | D | |
| Common StockF2 | holding | — | — | — | 472,000 | I | By limited partnership | |
| Common StockF3 | holding | — | — | — | 34,397 | 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 | — | Jul 1, 2016 | M | 4,222 | A | — | — | Common Stock | 4,222 | 21,114 | 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 on March 19, 2013.
- F2These shares are owned by Glenbrook Capital Limited Partnership. The reporting person owns 100% of the shares of this limited partnership's general partner, Glenbrook Capital Management ("GCM"). 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 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.
- F4The reporting person owns 100% of the shares of the corporation, GCM. 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 the reported shares for purposes of Section 16 or for any other purposes.
- F5The reporting person is the majority owner, executive officer and director of the corporation, RWL Management, Inc. 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 July 1, 2016 was $4.43.
- F7On March 16, 2013, the reporting person was granted 80,000 RSUs, of which 4,222 vested on July 1, 2016. The remaining unvested RSUs will continue to vest in 4 additional quarterly installments of 4,222 RSUs 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, subject to the reporting person's continued service with the Issuer through the vesting date. 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.