SEC Form 4 · accession 0001249155-16-000072

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

Oct 1, 2016

Accepted (ET)

Oct 4, 2016 · 5:38 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, 2016	M	4,222	$0.00	A	201,484	D
Common Stock^F2	holding	—	—		—	472,000	I	By limited partnership
Common Stock^F3	holding	—	—		—	34,397	I	By trust
Common Stock^F4	holding	—	—		—	51,022	I	By corporation
Common Stock^F5	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 Units^F6,F7	—	Oct 1, 2016	M	4,222	D	—	—	Common Stock	4,222	16,892	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.
F2Owned directly by Glenbrook Capital Limited Partnership. The reporting person is a limited partner, and 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.
F3Owned directly by The Lindsay Anne Wickersham 1999 Irrevocable Trust, a trust for the benefit of the reporting person's minor daughter (the "Trust"). The reporting person is the trustee of the Trust, and he 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.
F4Owned directly by Glenbrook Capital Management ("GCM"). The reporting person is the sole owner of GCM and is one of four directors. 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.
F5Shares are owned directly by RWL Management. The reporting person is the majority owner, an officer and one of two directors of the corporation. 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 an other purposes.
F6Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on September 30, 2016 (the last trading date before October 1, 2016, which fell on a weekend) was $5.10.
F7On March 16, 2013, the reporting person was granted 80,000 RSUs, of which 4,222 vested on October 1, 2016. The remaining unvested RSUs will continue to vest in three 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.