SEC Form 4 · accession 0001249155-18-000060
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennis Charles Jury
Officer — EVP Operations and COO
Period of report
Oct 1, 2018
Accepted (ET)
Oct 3, 2018 · 6:54 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 | Oct 1, 2018 | M | 266 | $0.00 | A | 5,935 | D | |
| Common Stock | Oct 1, 2018 | M | 252 | $0.00 | A | 6,187 | D | |
| Common Stock | Oct 1, 2018 | M | 239 | $0.00 | A | 6,426 | D | |
| Common StockF3 | holding | — | — | — | 225,838 | I | By Retirement Fund | |
| Common StockF4 | holding | — | — | — | 15,000 | I | By Family Trust |
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, 2018 | M | 266 | D | Jan 1, 2017 | Oct 1, 2019 | Common Stock | 266 | 1,072 | D |
| Restricted Stock UnitsF5,F7 | — | Oct 1, 2018 | M | 252 | D | Oct 1, 2017 | Jul 1, 2020 | Common Stock | 252 | 1,765 | D |
| Restricted Stock UnitsF5,F8 | — | Oct 1, 2018 | M | 239 | D | Oct 1, 2018 | Jul 1, 2021 | Common Stock | 239 | 2,639 | D |
Explanation of responses
- F1Represents the settlement of restricted stock units ("RSUs") that vested on October 1, 2018 through the issuance of shares of common stock.
- F2Corrects a two share previously-reported typographical error in the number of shares beneficially owned.
- 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.
- F4These shares are owned directly by Jury Family Nominees Pty Ltd, which is the Corporate Trustee of the Jury Bain Family Trust A/C. The reporting person is a joint trustee and beneficiary of the family trust.
- F5Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on the October 1, 2018 vesting date was $2.69.
- F6On October 5, 2016, the reporting person was granted 3,200 RSUs, of which 266 vested on October 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 September 18, 2017, the reporting person was granted 3,025 RSUs, of which 252 vested on October 1, 2018. The remaining unvested 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.
- F8On August 31, 2018, the reporting person was granted 2,878 RSUs, of which 239 vested on October 1, 2018. The remaining unvested RSUs will continue to vest in equal installments on the first day of each quarter through and including July 1, 2021, subject to the reporting person's continued service with the Issuer on each respective vesting date.