SEC Form 4 · accession 0001249155-18-000061
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
Oct 1, 2018
Accepted (ET)
Oct 3, 2018 · 7:19 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 | 684 | $0.00 | A | 74,715 | D | |
| Common Stock | Oct 1, 2018 | M | 1,005 | $0.00 | A | 75,720 | D | |
| Common Stock | Oct 1, 2018 | M | 1,039 | $0.00 | A | 76,759 | D | |
| Common Stock | Oct 1, 2018 | F | 944 | $2.69 | D | 75,815 | D | |
| Common Stock | Oct 1, 2018 | S | 1,100 | $2.46 | D | 74,715 | 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 UnitF5,F6 | — | Oct 1, 2018 | M | 684 | D | Jan 1, 2017 | Oct 1, 2019 | Common Stock | 684 | 2,738 | D |
| Restricted Stock UnitsF5,F7 | — | Oct 1, 2018 | M | 1,005 | D | Oct 1, 2017 | Jul 1, 2020 | Common Stock | 1,005 | 7,041 | D |
| Restricted Stock UnitsF5,F8 | — | Oct 1, 2018 | M | 1,039 | D | Oct 1, 2018 | Jul 1, 2021 | Common Stock | 1,039 | 11,430 | 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.
- F2Reflects the correction of an error in the number of shares beneficially owned. On January 16, 2018, the reporting person reported the sale of 1,100 shares under his Rule 10b5-1 trading plan. Subsequently, the Form 4s filed on April 3, 2018 and July 3, 2018 inadvertently overlooked that sale in the calculation of the total shares beneficially owned after the reported transactions. All transactions were timely reported. This entry updates and corrects the total shares owned by the reporting person.
- F3The reporting person is reporting the withholding of an aggregate of 944 shares of common stock that vested on October 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 such RSU awards.
- F4The sale reported on this Form 4 was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- 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 8,210 RSUs, of which 684 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 12,066 RSUs, of which 1,005 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 12,439 RSUs, of which 1,039 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.