SEC Form 4 · accession 0001249155-17-000029
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
Apr 1, 2017
Accepted (ET)
Apr 4, 2017 · 8:44 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 | 4,222 | $0.00 | A | 152,266 | D | |
| Common StockF2 | holding | — | — | — | 23,723 | I | By corporation | |
| Common StockF3 | holding | — | — | — | 0 | I | By limited partnership | |
| Common StockF3 | holding | — | — | — | 0 | 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 UnitsF4,F5 | — | Apr 1, 2017 | M | 4,222 | D | — | — | Common Stock | 4,222 | 8,448 | 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 (the "SEC") on March 19, 2013.
- F2Owned 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 any other purposes.
- F3The reporting person no longer exercises voting or investment control over the shares owned directly by Glenbrook Capital Limited Partnership (which control is exercised used solely by the general partner) and Glenbrook Capital Management (which control is exercised by the corporation's president). Securities owned by these entities have previously been reported on the reporting person's Section 16 reports.
- F4Each 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 date before April 1, 2017, which fell on a weekend) was $4.95
- F5On March 16, 2013, the reporting person was granted 80,000 RSUs, of which 4,222 vested on April 1, 2017. The remaining unvested RSUs will continue to vest in quarterly installments of 4,222 RSUs on the first day of each fiscal quarter through and including 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.