SEC Form 4 · accession 0001249155-17-000028
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
Apr 1, 2017
Accepted (ET)
Apr 4, 2017 · 8:30 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 | 643 | $0.00 | A | 838 | D | |
| Common Stock | Apr 1, 2017 | M | 266 | $0.00 | A | 1,104 | D | |
| Common StockF4,F5 | Apr 3, 2017 | S | 1,500 | $4.9667 | D | 227,338 | 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 UnitsF6,F7 | — | Apr 1, 2017 | M | 643 | D | — | — | Common Stock | 643 | 3,225 | D |
| Restricted Stock UnitsF6,F8 | — | Apr 1, 2017 | M | 266 | D | — | — | Common Stock | 266 | 2,668 | 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.
- F2Represents the conversion upon vesting of RSUs into common stock. On October 5, 2016, the reporting person was granted 3,200 RSUs that were previously reported on Table II of Form 4, which report was filed with the SEC on October 7, 2016.
- F3The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan established by the reporting person.
- F4This 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 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.
- F5These shares are owned directly by the Jury Bain Superannuation Fund, a retirement fund of which the reporting person is a beneficiary.
- F6Each 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 April 1, 2017, which fell on a weekend) was $4.95.
- F7On July 15, 2015, the reporting person was granted 8,333 RSUs, of which 643 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 in quarterly installments on the first day of each fiscal quarter to 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 3,200 RSUs, of which 266 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 in quarterly installments on the first day of each fiscal quarter to and including October 1, 2019, subject to the reporting person's continued service with the Issuer on each respective vesting date.