SEC Form 4 · accession 0001249155-19-000007
S&W Seed Co · SANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Wong
Officer — CEO and President · Director
Period of report
Jan 1, 2019
Accepted (ET)
Jan 3, 2019 · 4:52 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, 2019 | M | 3,125 | $0.00 | A | 96,089 | D | |
| Common Stock | Jan 1, 2019 | F | 1,072 | $1.81 | D | 95,017 | 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 UnitsF3,F4 | — | Jan 1, 2019 | M | 3,125 | D | Jan 1, 2019 | Jul 1, 2021 | Common Stock | 3,125 | 31,250 | D |
Explanation of responses
- F1Represents the settlement of restricted stock units ("RSUs") that vested on January 1, 2019 through the issuance of shares of common stock.
- F2The reporting person is reporting the withholding by the Issuer of an aggregate of 1,072 shares of common stock that vested on January 1, 2019 pursuant to the RSU award 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 RSU award.
- F3Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on December 31, 2018, the last trading day before the January 1, 2019 vesting date, which fell on a federal holiday, was $1.81.
- F4On August 31, 2018, the reporting person was granted 37,500 RSUs of which 3,125 vested on January 1, 2019. 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.