SEC Form 4 · accession 0001249155-18-000026
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
Apr 1, 2018
Accepted (ET)
Apr 3, 2018 · 5:48 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 | Apr 1, 2018 | M | 1,931 | $0.00 | A | 74,714 | D | |
| Common Stock | Apr 1, 2018 | M | 684 | $0.00 | A | 75,398 | D | |
| Common Stock | Apr 1, 2018 | M | 1,005 | $0.00 | A | 76,403 | D | |
| Common Stock | Apr 1, 2018 | F | 1,480 | $3.60 | D | 74,923 | D | |
| Common Stock | Apr 2, 2018 | S | 1,100 | $3.50 | D | 73,823 | 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 | — | Apr 1, 2018 | M | 1,931 | D | Apr 1, 2018 | Apr 1, 2018 | Common Stock | 1,931 | 1,940 | D |
| Restricted Stock UnitsF4,F6 | — | Apr 1, 2018 | M | 684 | D | Apr 1, 2018 | Apr 1, 2018 | Common Stock | 684 | 4,106 | D |
| Restricted Stock UnitsF4,F7 | — | Apr 1, 2018 | M | 1,005 | D | Apr 1, 2018 | Apr 1, 2018 | Common Stock | 1,005 | 9,051 | D |
Explanation of responses
- F1Represents the settlement of restricted stock units ("RSUs") that vested on April 1, 2018 through the issuance of shares of common stock.
- F2The reporting person is reporting the withholding by the Issuer of an aggregate of 1,480 shares of common stock that vested on April 1, 2018 pursuant to the three 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 three RSU awards.
- F3The sale reported on this Form 4 was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F4Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on March 29, 2018 (the last trading day before the April 1, 2018 vesting date, which fell on a weekend) was $3.60.
- F5On July 15, 2015, the reporting person was granted 25,000 RSUs, of which 1,931 vested on April 1, 2018. The remaining RSUs will vest on July 1, 2018, subject to the reporting person's continued service with the Issuer on the vesting date.
- F6On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 684 vested on April 1, 2018. The remaining unvested RSUs will continue to vest in equal installments 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.
- F7On Septemer 18, 2017, the reporting person was granted 12,066 RSUs, of which 1,005 vested on April 1, 2018. The remaining unvested RUSs will continue to vest in equal installments 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.