Sec Form 4 Filing - MFP PARTNERS LP @ S&W Seed Co - 2016-09-28

FORM 4 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 MFP PARTNERS 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) X __ Other (specify below) See remarks below (Last) (First) (Middle) C/O MFP INVESTORS LLC, 667 MADISON AVENUE, 25TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/28/2016 (Street) NEW YORK, NY10065 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, par value $0.001 per share 09/28/2016 M 84,415 A $ 4.63 3,197,838 D ( 1 ) ( 2 ) ( 3 )

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 8% Sr Secured Convertible Debenture Due November 30, 2017 $ 4.63 09/28/2016 M 84,415 12/31/2014 11/30/2017 Common Stock 84,415 $ 0 0 D ( 1 ) ( 2 ) ( 3 ) Common Stock Purchase Warrant (right to buy) $ 4.53 12/31/2014 A 200,000 ( 4 ) 06/01/2015 06/01/2020 Common Stock 200,000 ( 4 ) $ 0 200,000 D ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MFP PARTNERS LP C/O MFP INVESTORS LLC 667 MADISON AVENUE, 25TH FLOOR NEW YORK, NY10065 X See remarks below MFP INVESTORS LLC 667 MADISON AVENUE, 25TH FLOOR NEW YORK, NY10065 X See remarks below PRICE MICHAEL F C/O MFP INVESTORS LLC 667 MADISON AVENUE, 25TH FLOOR NEW YORK, NY10065 X See remarks below Signatures MFP PARTNERS, L.P., By: MFP INVESTORS LLC, By: /s/ Michael F. Price, Name: Michael F. Price, Title: Managing Member 09/28/2016 Signature of Reporting Person Date MFP INVESTORS LLC, By: /s/ Michael F. Price, Name: Michael F. Price, Title: Managing Member 09/28/2016 Signature of Reporting Person Date /s/ Michael F. Price 09/28/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Michael F. Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with S&W Seed Company (the "Company"). MFP Investors is the general partner of MFP Partners. Mr. Price is the managing partner of MFP Partners and the managing member and controlling person of MFP Investors. ( 2 )MFP Partners is the direct beneficial owner of 3,197,838 shares of common stock of the Company ("Common Shares") and was the direct holder of the 8% Senior Secured Convertible Debenture Due November 30, 2017 (the "Debenture") which was converted to Common Shares. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of 3,197,838 Common Shares; however, each such Reporting Person disclaims beneficial ownership of such Common Shares except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the Common Shares described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. ( 3 )On September 28, 2016, MFP Partners converted the outstanding principal and accrued interest on the Debenture into 84,415 Common Shares at a conversion price of $4.63 per share. ( 4 )The Warrant is exercisable for Common Shares only to the extent that upon such exercise, the Reporting Persons will not own Common Shares in excess of 19.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of the Warrant. MFP may, from time to time, decrease the Beneficial Ownership Limitation by notice to the Company.

Remarks: Mr. Alexander C. Matina (Vice President, Investments at MFP Investors), serves as a member of the board of directors of the Company as a nominee of MFP. Each of MFP Partners, MFP Investors and Mr. Price may be deemed a director of the Company by deputization on the basis of the relationships among such persons and Mr. Matina.

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

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