SEC Form 4 · accession 0001249155-18-000003
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennis Charles Jury
Officer — EVP Operations & COO
Period of report
Jan 1, 2018
Accepted (ET)
Jan 3, 2018 · 3:56 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 | 643 | $0.00 | A | 17,817 | D | |
| Common Stock | Jan 1, 2018 | M | 266 | $0.00 | A | 18,083 | D | |
| Common Stock | Jan 1, 2018 | M | 252 | $0.00 | A | 18,335 | D | |
| Common StockF2 | holding | — | — | — | 225,838 | I | By Retirement Fund |
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 | 643 | D | Jan 1, 2018 | Jan 1, 2018 | Common Stock | 643 | 1,296 | D |
| Restricted Stock UnitsF3,F5 | — | Jan 1, 2018 | M | 266 | D | Jan 1, 2018 | Jan 1, 2018 | Common Stock | 266 | 1,870 | D |
| Restricted Stock UnitsF3,F6 | — | Jan 1, 2018 | M | 252 | D | Jan 1, 2018 | Jan 1, 2018 | Common Stock | 252 | 2,521 | 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.
- F2These shares are owned directly by The Jury Bain Superannuation Fund, a retirement fund directed by the reporting person and under which he is a beneficiary.
- 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 8,333 RSUs, of which 643 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 on each respective vesting date.
- F5On October 5, 2016, the reporting person was granted 3,200 RSUs, of which 266 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 3,025 RSUs, of which 252 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 Issuer on each respective vesting date.