Sec Form 3 Filing - YELLOWJACKET, LP @ S&W Seed Co - 2010-05-03

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person YELLOWJACKET, LP 2. Issuer Name and Ticker or Trading Symbol S&W Seed Co [ SANW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 430 CAMBRIDGE AVENUE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2010 (Street) PALO ALTO, CA94306 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 2,566,000 D ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other YELLOWJACKET, LP 430 CAMBRIDGE AVENUE, SUITE 100 PALO ALTO, CA94306 X GLENBROOK CAPITAL MANAGEMENT 430 CAMBRIDGE AVENUE, SUITE 100 PALO ALTO, CA94306 X LISHMAN ROBERT W 430 CAMBRIDGE AVENUE, SUITE 100 PALO ALTO, CA94306 X Signatures /s/ Robert W. Lishman, Jr., President of Glenbrook Capital Management, General Partner 05/03/2010 Signature of Reporting Person Date /s/ Robert W. Lishman, Jr., President 05/03/2010 Signature of Reporting Person Date /s/ Robert W. Lishman, Jr 05/03/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are owned directly by Yellowjacket, LP. Glenbrook Capital Management ("GCM") is the general partner of Yellowjacket, LP and in that capacity is deemed to be the beneficial owner of the limited partnership's portfolio securities. Robert W. Lishman, Jr. is the President and sole director of GCM and in that capacity is deemed to be the beneficial owner of the portfolio securities of GCM. Both GCM and Mr. Lishman disclaim beneficial ownership of the securities owned directly by Yellowjacket, LP except to the extent of their respective pecuniary interests therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks: This report is filed jointly by Yellowjacket, LP, Glenbrook Capital Management ("GCM") and Robert W. Lishman, Jr. ("Lishman"). Yellowjacket is a 10% owner. GCM is the general partner of Yellowjacket, LP and is deemed to be the beneficial owner of Yellowjacket's portfolio securities. Lishman is the sole executive officer and director of GCM and is therefore deemed to be the beneficial owner of GCM's portfolio securities.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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