SEC Form 4 · accession 0001249155-16-000063
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark S Grewal
Officer — President and CEO · Director
Period of report
Jul 1, 2016
Accepted (ET)
Jul 6, 2016 · 3:29 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 | 4,722 | $0.00 | A | 105,241 | D | |
| Common Stock | Jul 1, 2016 | M | 1,931 | $0.00 | A | 107,172 | D | |
| Common Stock | Jul 1, 2016 | F | 2,500 | $4.43 | D | 104,672 | D | |
| Common StockF5 | Jul 1, 2016 | S | 1,181 | $4.3068 | D | 103,491 | D |
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 | 4,722 | D | — | — | Common Stock | 4,722 | 23,614 | D |
| Restricted Stock UnitsF6,F8 | — | Jul 1, 2016 | M | 1,931 | D | — | — | Common Stock | 1,931 | 15,547 | 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 100,000 RSUs (the "2013 RSU grant") that were previously reported on Table II of Form 4, and that was filed with the Securities and Exchange Commission (the "SEC") on March 19, 2013.
- F2Represents the conversion upon vesting of RSUs into common stock. On July 15, 2015, the reporting person was granted 25,000 RSUs(the "2015 RSU grant") that were previously reported on Table II of Form 4 and that was filed with the SEC on July 17, 2015.
- F3The reporting person is reporting the withholding by the Issuer of an aggregate of 2,500 shares of common stock that vested on July 1, 2016 pursuant to the 2013 RSU grant and the 2015 RSU grant, but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the delivery of the converted common stock to the reporting person as of July 1, 2016.
- F4The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F5This transaction was executed in multiple trades at prices ranging from $4.25 to $4.40. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
- 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 100,000 RSUs, of which 4,722 vested on July 1, 2016. The remaining unvested RSUs will continue to vest in 4 additional quarterly installments of 4,722 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 4,726 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.
- F8On July 15, 2015, the reporting person was granted 25,000 RSUs, of which 1,931 vested on July 1, 2016. The common stock into which such vested RSUs converted on July 1, 2016 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest in 7 additional quarterly installments of 1,931 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 1,940 RSUs on July 1, 2018, 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.