SEC Form 4 · accession 0001249155-18-000001
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
Jan 1, 2018
Accepted (ET)
Jan 3, 2018 · 3:12 pm EST
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 | Jan 1, 2018 | M | 1,931 | $0.00 | A | 72,683 | D | |
| Common Stock | Jan 1, 2018 | M | 684 | $0.00 | A | 73,367 | D | |
| Common Stock | Jan 1, 2018 | M | 1,005 | $0.00 | A | 74,372 | D | |
| Common Stock | Jan 1, 2018 | F | 1,589 | $3.90 | A | 72,783 | 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 | — | Jan 1, 2018 | M | 1,931 | D | Jan 1, 2018 | Jan 1, 2018 | Common Stock | 1,931 | 3,871 | D |
| Restricted Stock UnitsF3,F5 | — | Jan 1, 2018 | M | 684 | D | Jan 1, 2018 | Jan 1, 2018 | Common Stock | 684 | 4,790 | D |
| Restricted Stock UnitsF3,F6 | — | Jan 1, 2018 | M | 1,005 | D | Jan 1, 2018 | Jan 1, 2018 | Common Stock | 1,005 | 10,056 | D |
Explanation of responses
- F1Represents the settlement of restricted stock units ("RSUs") that vested on January 1, 2018 through the issuance of shares of common stock.
- F2The reporting person is reporting the withholding by the Issuer of an aggregate of 1,589 shares of common stock that vested on January 1, 2018 pursuant to the three RSUs 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 RSU awards.
- F3Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on December 29, 2017 (the last trading day before the January 1, 2018 vesting date, which fell on a federal holiday), was $3.90.
- F4On July 15, 2015, the reporting person was granted 25,000 RSUs, of which 1,931 vested on January 1, 2018. The remaining unvested RSUs will continue to vest on the first day of each quarter through and including July 1, 2018, subject to the reporting person's continued service with the Issuer through each respective vesting date.
- F5On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 684 vested on January 1, 2018. 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.
- F6On September 18, 2017, the reporting person was granted 12,066 RSUs, of which 1,005 vested on January 1, 2018. 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 issue on each respective vesting date.