SEC Form 4 · accession 0001249155-18-000040
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Dennis Charles Jury
Officer — EVP of Operations and COO
Period of report
Jul 1, 2018
Accepted (ET)
Jul 3, 2018 · 8:16 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 StockF2 | Jul 1, 2018 | M | 653 | $0.00 | A | 5,149 | D | |
| Common Stock | Jul 1, 2018 | M | 266 | $0.00 | A | 5,415 | D | |
| Common Stock | Jul 1, 2018 | M | 252 | $0.00 | A | 5,667 | D | |
| Common StockF2,F3 | holding | — | — | — | 240,838 | 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 UnitsF4,F5 | — | Jul 1, 2018 | M | 653 | D | Jul 1, 2018 | Jul 1, 2018 | Common Stock | 653 | 0 | D |
| Restricted Stock UnitsF4,F6 | — | Jul 1, 2018 | M | 266 | D | Jul 1, 2018 | Oct 1, 2019 | Common Stock | 266 | 1,338 | D |
| Restricted Stock UnitsF4,F7 | — | Jul 1, 2018 | M | 252 | D | Jul 1, 2018 | Jul 1, 2020 | Common Stock | 252 | 2,017 | D |
Explanation of responses
- F1Represents the settlement of restricted stock units ("RSUs") that vested on July 1, 2018 through the issuance of shares of common stock.
- F2Takes into account the transfer for no consideration of 15,000 shares from direct ownership to indirect ownership between the reporting person and his retirement fund, effective as of December 22, 2017.
- F3These 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.
- F4Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on June 29, 2018 (the last trading day before the July 1, 2018 vesting date, which fell on a weekend) was $3.25.
- F5On July 15, 2015, the reporting person was granted 8,333 RSUs, of which the final installment of 653 RSUs vested on July 1, 2018.
- F6On October 5, 2016, the reporting person was granted 3,200 RSUs, of which 266 vested on July 1, 2018. The remaining 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 September 18, 2017, the reporting person was granted 3,025 RSUs, of which 252 vested on July 1, 2018. The remaining RSUs 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.