SEC Form 5 · accession 0001249155-17-000058
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 11, 2016 | M | 1,165 | $0.00 | A | 1,165 | D | |
| Common Stock | Dec 11, 2016 | F | 438 | $4.70 | A | 727 | 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 UnitsF3,F4 | — | Dec 11, 2016 | M | 1,165 | D | — | — | Common Stock | 1,165 | 2,335 | D |
| Restricted Stock UnitsF5,F6 | — | Oct 7, 2016 | A | 1,863 | A | — | — | Common Stock | 1,863 | 1,863 | D |
| Restricted Stock UnitsF3,F4 | — | holding | — | — | — | — | — | Common Stock | 3,500 | 3,500 | D |
| Employee Stock Option (right to buy)F7,F8 | $7.20 | holding | — | — | — | — | Dec 8, 2017 | Common Stock | 50,000 | 50,000 | D |
| Employee Stock Option (right to buy)F7,F8 | $6.14 | holding | — | — | — | — | Dec 10, 2018 | Common Stock | 10,000 | 10,000 | D |
| Employee Stock Option (right to buy)F7,F8 | $6.23 | holding | — | — | — | — | Jan 31, 2019 | Common Stock | 5,000 | 5,000 | D |
| Employee Stock Option (right to buy)F7,F9 | $3.95 | holding | — | — | — | — | Dec 14, 2024 | Common Stock | 7,500 | 7,500 | D |
Explanation of responses
- F1Represents the conversion upon vesting of Restricted Stock Units ("RSUs") into common stock. See Table II.
- F2The reporting person is reporting the withholding by the Issuer of an aggregate of 438 shares of common stock that vested on December 11, 2016 pursuant to the December 11, 2015 RSU grant, but that were not issued in order to satisfy the reporting person's tax withholding obligation in connection with the delivery of the converted common stock to the reporting person.
- F3Each RSU represents the contingent right to receive one share of common stock upon vesting of the RSU. The closing price of the Issuer's common stock on the date of this RSU award was $4.25. The closing price on the vesting date was $4.70.
- F4The RSUs vest annually over three years, commencing on December 11, 2016 and continuing thereafter on December 11, 2017 and December 11, 2018, subject to continued service with the Issuer on each respective vesting date.
- F5Each RSU represents the contingent right to receive one share of common stock upon vesting of the RSU. The closing price of the Issuer's common stock on the date of this RSU award was $5.02.
- F6The RSUs vest annually over two years, on October 7, 2017 and October 7, 2018, subject to continued service with the Issuer on each respective vesting date.
- F7Previously reported during the period when the reporting person was previously subject to Section 16.
- F8These options are 100% vested and exercisable as of June 30, 2017.
- F9The options vest in 12 quarterly installments over three years, commencing on April 1, 2015 and continuing thereafter on the first day of each succeeding fiscal quarter through and including January 1, 2018.
Remarks
The reporting person was appointed as an executive officer and designated as a Section 16 insider in October 2012, and in that capacity, timely filed Form 3 and various Forms 4. Pursuant to a management organizational restructuring in 2015, the reporting person's position was no longer deemed an executive officer position, and he ceased filing Section 16 reports. On August 15, 2016, the reporting person was promoted to the newly-created executive officer position of Chief Marketing and Technology Officer. This Form 5 reports holdings and transactions through June 30, 2017, some of which were previously reported during the period when the reporting person was previously filing Section 16 reports.