Sec Form 4 Filing - Wong Mark @ S&W Seed Co - 2019-04-01

Insider filing report for Changes in Beneficial Ownership
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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
Wong Mark
2. Issuer Name and Ticker or Trading Symbol
S&W Seed Co [ SANW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and President
(Last) (First) (Middle)
1941 PEARL STREET, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2019
(Street)
BOULDER, CO80302
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 04/01/2019 M( 1 ) 3,125 A $ 0 98,142 D
Common Stock 04/01/2019 F( 2 ) 1,072 D $ 2.68 97,070 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 ( 3 ) 04/01/2019 M 3,125 01/01/2019( 4 ) 07/01/2021( 4 ) Common Stock 3,125 $ 0 28,125 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wong Mark
1941 PEARL STREET, SUITE 200
BOULDER, CO80302
X CEO and President
Signatures
/s/ Mark Wong 04/03/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the settlement of restricted stock units ("RSUs") that vested on April 1, 2019 through the issuance of shares of common stock.
( 2 )The reporting person is reporting the withholding by the Issuer of an aggregate of 1,072 shares of common stock that vested on April 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 upon settlement of the RSU award.
( 3 )Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on the April 1, 2018 vesting date was $2.68.
( 4 )On August 31, 2018, the reporting person was granted 37,500 RSUs, of which 3,125 vested on April 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.

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