Sec Form 4 Filing - Szot Matthew K @ S&W Seed Co - 2015-04-01

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 Szot Matthew K 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP and CFO (Last) (First) (Middle) 7108 NORTH FRESNO STREET, SUITE 380 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2015 (Street) FRESNO, CA93720 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 04/01/2015 M( 1 ) 4,722 A $ 0 40,401 D Common Stock 04/01/2015 F( 2 ) 2,438 D $ 0 37,963 D Common Stock 04/01/2015 S( 3 ) 1,100 D $ 4.6591 ( 4 ) 36,863 D

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 Restricted Stock Units ( 5 ) 04/01/2015 M 4,722 ( 6 ) ( 6 ) Common Stock 4,722 $ 0 47,224 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Szot Matthew K 7108 NORTH FRESNO STREET, SUITE 380 FRESNO, CA93720 Executive VP and CFO Signatures Matthew K. Szot 04/03/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On March 16, 2013, the reporting person was granted 100,000 RSUs that were previously reported on Table II of Form 4, and which was filed with the Securities and Exchange Commission (the "SEC") on March 19, 2013. ( 2 )The reporting person is reporting the withholding by the Issuer of 2,438 shares of common stock that vested on April 1, 2015 but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the delivery of the converted common stock to the reporting person on April 1, 2015. ( 3 )The sales reported on this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 4 )This transaction was executed in multiple trades at prices ranging between $4.63 and $4.69. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4. ( 5 )Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on April 1, 2015 was $4.50. ( 6 )On March 16, 2013, the reporting person was granted 100,000 RSUs, of which 4,722 vested on April 1, 2015. The common stock into which such vested RSUs converted on April 1, 2015 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest in 10 additional quarterly installments of 4,722 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 4,726 RSUs on October 1, 2017. Vested shares will be delivered to the reporting person on the settlement date unless the Issuer elects to settle the RSUs in cash or a combination of shares and cash, at the Issuer's discretion.

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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