SEC Form 4 · accession 0001249155-16-000064
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
Jul 1, 2016
Accepted (ET)
Jul 6, 2016 · 8:54 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 | Jul 1, 2016 | M | 643 | $0.00 | A | 643 | D | |
| Common StockF2 | holding | — | — | — | 233,338 | 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 UnitsF3,F4 | — | Jul 1, 2016 | M | 643 | D | — | — | Common Stock | 643 | 5,154 | 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 (the "SEC") on July 17, 2015.
- F2These shares are owned directly by the Jury Bain Superannuation Fund, a retirement fund of which the reporting person is a beneficiary.
- F3Each 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.
- F4On July 15, 2015, the reporting person was granted 8,333 RSUs, of which 643 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. The remaining unvested RSUs will continue to vest in 7 additional quarterly installments 643 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 653 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.