SEC Form 4 · accession 0001249155-17-000069
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew K Szot
Officer — EVP Finance & Admin and CFO
Period of report
Oct 1, 2017
Accepted (ET)
Oct 3, 2017 · 6:10 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 | Oct 1, 2017 | M | 4,726 | $0.00 | A | 65,369 | D | |
| Common Stock | Oct 1, 2017 | M | 1,931 | $0.00 | A | 67,300 | D | |
| Common Stock | Oct 1, 2017 | M | 684 | $0.00 | A | 67,984 | D | |
| Common Stock | Oct 1, 2017 | M | 1,005 | $0.00 | A | 68,989 | D | |
| Common Stock | Oct 1, 2017 | F | 3,137 | $3.15 | D | 65,852 | D | |
| Common StockF4 | Oct 2, 2017 | S | 1,100 | $3.105 | D | 64,752 | 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 UnitsF5,F6 | — | Oct 1, 2017 | M | 4,726 | D | Oct 1, 2017 | — | Common Stock | 4,726 | 0 | D |
| Restricted Stock UnitsF5,F7 | — | Oct 1, 2017 | M | 1,931 | D | Oct 1, 2017 | — | Common Stock | 1,931 | 5,802 | D |
| Restricted Stock UnitsF5,F8 | — | Oct 1, 2017 | M | 684 | D | Oct 1, 2017 | — | Common Stock | 684 | 5,474 | D |
| Restricted Stock UnitsF5,F9 | — | Oct 1, 2017 | M | 1,005 | D | Oct 1, 2017 | — | Common Stock | 1,005 | 11,061 | D |
Explanation of responses
- F1Represents the settlement of restricted stock units ("RSUs") that vested on October 1, 2017 through the issuance of common stock.
- F2The reporting person is reporting the withholding by the Issuer of an aggregate of 3,137 shares of common stock that vested on October 1, 2017 pursuant to the four RSU awards referred to in Table II, but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the settlement of the four RSU awards.
- F3The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F4This transaction was executed in multiple trades at prices ranging from $3.10 to $3.15. 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 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.
- F5Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on September 29, 2017 (the last trading day before the October 1, 2017 vesting date, which fell on a weekend) was $3.15.
- F6On March 16, 2013, the reporting person was granted 100,000 RSUs, of which 4,726 vested on October 1, 2017. This is the final vesting installment for this RSU award.
- F7On July 15, 2015, the reporting person was granted 25,000 RSUs, of which 1,931 vested on October 1, 2017. The remaining unvested RSUs will continue to vest on the first day of each fiscal quarter through and including July 1, 2018, subject to the reporting person's continued service with the Issuer through each respective vesting date.
- F8On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 684 vested on October 1, 2017. 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.
- F9On September 18, 2017, the reporting person was granted 12,066 RSUs, of which 1,005 vested on October 1, 2017. The remaining unvested RSUs will continue to vest on the first day of each quarter through and including July 1, 2020, subject to the reporting person's continued service with the Issuer on each respective vesting date.