SEC Form 4 · accession 0001249155-17-000003
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
Jan 1, 2017
Accepted (ET)
Jan 4, 2017 · 5:49 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, 2017 | M | 4,722 | $0.00 | A | 111,185 | D | |
| Common Stock | Jan 1, 2017 | M | 3,750 | $0.00 | A | 113,116 | D | |
| Common Stock | Jan 1, 2017 | M | 629 | $0.00 | A | 113,745 | D | |
| Common Stock | Jan 1, 2017 | F | 3,188 | $4.60 | A | 110,557 | 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 UnitsF5,F6 | — | Jan 1, 2017 | M | 4,722 | D | — | — | Common Stock | 4,722 | 14,170 | D |
| Restricted Stock UnitsF5,F7 | — | Jan 1, 2017 | M | 3,750 | D | — | — | Common Stock | 3,750 | 11,595 | D |
| Restricted Stock UnitsF5,F8 | — | Jan 1, 2017 | M | 629 | D | — | — | Common Stock | 629 | 6,933 | 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, which form 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, which form was filed with the SEC on July 17, 2015.
- F3Represents the conversion upon vesting of RSUs into common stock. On October 5, 2016, the reporting person was granted 7,562 RSUs (the "2016 RSU grant") that were previously reported on Table II of Form 4, which form was filed with the SEC on October 7, 2016.
- F4The reporting person is reporting the withholding by the Issuer of an aggregate of 3,188 shares of common stock that vested on January 1, 2017 pursuant to the 2013 RSU grant, the 2015 RSU grant and the 2016 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 January 1, 2017.
- F5Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on December 30, 2016 was $4.60.
- F6On March 16, 2013, the reporting person was granted 100,000 RSUs, of which 4,722 vested on January 1, 2017. The common stock into which such vested RSUs converted on January 1, 2017 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest on the first day of each quarter through and including October 1, 2017, subject to the reporting person's continued service with the Issuer on each respective vesting date.
- F7On July 15,2015, the reporting person was granted 25,000 RSUs, of which 3,750 vested on January 1, 2017. The common stock into which the RSUs converted on January 1, 2017 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest on the first day of each quarter through and including July 1, 2018, subject to the reporting person's continued service with the Issuer on each respective vesting date.
- F8On October 5, 2016, the reporting person was granted 7,562 RSUs, of which 629 vested on January 1, 2017. The common stock into which such vested RSUs converted on January 1, 2017 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest on the first day of each quarter through and including October 1, 2019, subject to the reporting person's continued service with the Issuer on each respective vesting date.