Sec Form 4 Filing - MFP PARTNERS LP @ S&W Seed Co - 2023-03-22

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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 (Last) (First) (Middle) C/O MFP INVESTORS LLC, 909 THIRD AVENUE, 33RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/22/2023 (Street) NEW YORK, NY10022 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

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 Common Stock Purchase Warrant $ 2.15 03/22/2023 A 1,300,000 03/22/2023 03/22/2028 Common Stock 1,300,000 $ 0 ( 1 ) 1,300,000 ( 1 ) D ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MFP PARTNERS LP C/O MFP INVESTORS LLC 909 THIRD AVENUE, 33RD FLOOR NEW YORK, NY10022 X See remarks MFP INVESTORS LLC 909 THIRD AVENUE, 33RD FLOOR NEW YORK, NY10022 X See remarks Price Jennifer C. C/O MFP INVESTORS LLC 909 THIRD AVENUE, 33RD FLOOR NEW YORK, NY10022 X See remarks Signatures MFP PARTNERS, L.P., By: MFP INVESTORS LLC, By: /s/ Timothy E. Ladin, Name: Timothy E. Ladin, Title: General Counsel, Vice President 03/24/2023 Signature of Reporting Person Date MFP INVESTORS LLC, By: /s/ Timothy E. Ladin, Name: Timothy E. Ladin, Title: General Counsel, Vice President 03/24/2023 Signature of Reporting Person Date /s/ Jennifer Cook Price 03/24/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )MFP Partners, L.P. ("MFP Partners") acquired the Common Stock Purchase Warrant reported herein (the "Warrant) directly from S&W Seed Company (the "Company") on March 22, 2023, as compensation for amending the letter of credit previously issued by MFP Partners pursuant to a Subordinate Loan and Security Agreement between MFP Partners and the Company, dated September 22, 2022, as amended on October 28, 2022 and December 22, 2022. The Warrant is currently exercisable through the 5-year anniversary of its issuance at $2.15 per share. ( 2 )This report is filed jointly by MFP Partners, MFP Investors LLC ("MFP Investors") and Jennifer Cook Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with the Company. MFP Investors is the general partner of MFP Partners. Ms. Price is managing director of MFP Partners and managing member and managing director of MFP Investors. ( 3 )MFP Partners is the direct beneficial owner of the Warrant reported herein. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of the Warrant reported herein, including the Common Stock issuable upon conversion or exercise of the Warrant; however, each such Reporting Person disclaims beneficial ownership of such Warrant or any Common Stock issuable upon conversion or exercise of such Warrant 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 Warrant described herein or any Common Stock issuable upon conversion or exercise of such Warrant for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

Remarks: Mr. Alexander C. Matina (Vice President and Portfolio Manager 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 Ms. 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.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.