SEC Form 4 · accession 0001249155-17-000053
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark S Grewal
Other
Period of report
Aug 3, 2017
Accepted (ET)
Aug 7, 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 | Jul 27, 2017 | M | 25,415 | $0.00 | A | 160,879 | D | |
| Common Stock | Jul 27, 2017 | F | 9,551 | $4.05 | D | 151,328 | D | |
| Common StockF3 | Aug 3, 2017 | S | 29,938 | $3.5008 | D | 121,390 | 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 UnitsF4,F5 | — | Jul 27, 2017 | M | 25,415 | D | — | — | Common Stock | 25,415 | 0 | D |
Explanation of responses
- F1The aggregate of 25,415 shares of common stock represents the total number of previously unvested restricted stock units ("RSUs") awarded to the reporting person on July 15, 2015 and October 5, 2016, all of which were accelerated in connection with the reporting person's departure as the President, Chief Executive Officer and a director of the Issuer. The shares of common stock were issued upon conversion of the RSUs in exempt transactions pursuant to Rule 16b-3.
- F2The reporting person is reporting the withholding by the Issuer of an aggregate of 9,551 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of common stock upon conversion of the RSUs referred to above.
- F3The sales reported on this form 4 were made in multiple trades at prices ranging between $3.45 and $3.575. 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 or its 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. The reporting person purchased 24,000 shares of common stock on May 19, 2017, as reported on his Form 4 filed on May 22, 2017; however, those shares were purchased at $4.10 and $4.20. Accordingly, there is no short-swing profit resulting fro the sales reported on this Form 4.
- F4Each RSU is the economic equivalent of one share of S&W Seed Compay common stock. On July 27, 2017, the date of issuance, the closing price of the Issuer's common stock was $3.60.
- F5All of the reporting person's awarded RSUs accelerated upon his departure as President, Chief Executive Officer and a director, and the shares were issued upon execution by the reporting person and the Issuer of a Resignation and Separation Agreement.