Sec Form 4 Filing - Szot Matthew K @ S&W Seed Co - 2017-10-01

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) EVP Finance & Admin and CFO (Last) (First) (Middle) 802 NORTH DOUTY STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2017 (Street) HANFORD, CA93230 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 10/01/2017 M( 1 ) 4,726 A $ 0 65,369 D Common Stock 10/01/2017 M( 1 ) 1,931 A $ 0 67,300 D Common Stock 10/01/2017 M( 1 ) 684 A $ 0 67,984 D Common Stock 10/01/2017 M( 1 ) 1,005 A $ 0 68,989 D Common Stock 10/01/2017 F( 2 ) 3,137 D $ 3.15 65,852 D Common Stock 10/02/2017 S( 3 ) 1,100 D $ 3.105 ( 4 ) 64,752 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 ) 10/01/2017 M 4,726 10/01/2017( 6 ) ( 6 ) Common Stock 4,726 $ 0 0 D Restricted Stock Units ( 5 ) 10/01/2017 M 1,931 10/01/2017( 7 ) ( 7 ) Common Stock 1,931 $ 0 5,802 D Restricted Stock Units ( 5 ) 10/01/2017 M 684 10/01/2017( 8 ) ( 8 ) Common Stock 684 $ 0 5,474 D Restricted Stock Units ( 5 ) 10/01/2017 M 1,005 10/01/2017( 9 ) ( 9 ) Common Stock 1,005 $ 0 11,061 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Szot Matthew K 802 NORTH DOUTY STREET HANFORD, CA93230 EVP Finance & Admin and CFO Signatures Matthew K. Szot 10/03/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the settlement of restricted stock units ("RSUs") that vested on October 1, 2017 through the issuance of common stock. ( 2 )The reporting person is reporting the withholding by the Issuer of an aggregate of 3,137 shares of common stock that vested on October 1, 2017 pursuant to the four 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 the four RSU awards. ( 3 )The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 4 )This transaction was executed in multiple trades at prices ranging from $3.10 to $3.15. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request of the Securities and Exchange Commission 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 September 29, 2017 (the last trading day before the October 1, 2017 vesting date, which fell on a weekend) was $3.15. ( 6 )On March 16, 2013, the reporting person was granted 100,000 RSUs, of which 4,726 vested on October 1, 2017. This is the final vesting installment for this RSU award. ( 7 )On July 15, 2015, the reporting person was granted 25,000 RSUs, of which 1,931 vested on October 1, 2017. The remaining unvested RSUs will continue to vest on the first day of each fiscal quarter through and including July 1, 2018, subject to the reporting person's continued service with the Issuer through each respective vesting date. ( 8 )On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 684 vested on October 1, 2017. The remaining unvested RSUs will continue to vest 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. ( 9 )On September 18, 2017, the reporting person was granted 12,066 RSUs, of which 1,005 vested on October 1, 2017. The remaining unvested RSUs will continue to vest 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.

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