SEC Form 4 · accession 0001249155-17-000026
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
Apr 1, 2017
Accepted (ET)
Apr 4, 2017 · 7:26 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 | Apr 1, 2017 | M | 4,722 | $0.00 | A | 108,213 | D | |
| Common Stock | Apr 1, 2017 | M | 1,931 | $0.00 | A | 110,144 | D | |
| Common StockF4 | Apr 1, 2017 | M | 631 | $0.00 | A | 116,660 | D | |
| Common Stock | Apr 1, 2017 | F | 2,834 | $4.95 | D | 113,826 | D | |
| Common StockF7 | Apr 3, 2017 | S | 1,181 | $4.9564 | D | 112,645 | 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 UnitsF8,F9 | — | Apr 1, 2017 | M | 4,722 | D | — | — | Common Stock | 4,722 | 9,448 | D |
| Restricted Stock UnitsF8,F10 | — | Apr 1, 2017 | M | 1,931 | D | — | — | Common Stock | 1,931 | 9,664 | D |
| Restricted Stock UnitsF8,F11 | — | Apr 1, 2017 | M | 631 | D | — | — | Common Stock | 631 | 6,842 | 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 on March 19, 2013.
- F10On July 15, 2015, the reporting person was granted 25,000 RSUs, of which 1,931 vested on April 1, 2017. The common stock into which such vested RSUs converted on April 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. 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.
- F11On October 5, 2016,the reporting person was granted 7,562 RSUs, of which 630 vested on April 1, 2017, with an additional one share issued to correct a shortfall in connection with the January 1, 2017 vesting. The common stock into which such vested RSUs converted on April 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. 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.
- 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.
- F4Includes one additional share that was inadvertently not issued in connection with the January 1, 2017 vesting.
- F5The reporting person is reporting the withholding by the Issuer of an aggregate of 2,834 shares of common stock that vested on April 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 converted common stock to the reporting person as of April 1, 2017.
- F6The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F7This transaction was executed in multiple trades at prices ranging from $4.95 to $5.00. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request of the Securities and Exchange Commission (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.
- F8Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on March 31, 2017 (the last trading day before the April 1, 2017 vesting date, which fell on a weekend) was $4.95.
- F9On March 16, 2013, the reporting person was granted 100,000 RSUs, of which 4,722 vested on April 1, 2017. The remaining unvested RSUs will continue to vest in 1 additional quarterly installment of 4,722 RSUs on July 1, 2017 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 on each respective 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.