Sec Form 4 Filing - GREWAL MARK S @ S&W Seed Co - 2015-02-17

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 GREWAL MARK S 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) President and CEO (Last) (First) (Middle) P.O. BOX 235 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2015 (Street) FIVE POINTS, CA93624 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 02/17/2015 M 175,000 A $ 4 265,807 D Common Stock 02/17/2015 S 5,649 ( 1 ) D $ 4.75 260,158 D Common Stock 02/17/2015 S 900 ( 1 ) D $ 4.74 259,258 D Common Stock 02/17/2015 S 15,100 ( 1 ) D $ 4.735 244,158 D Common Stock 02/17/2015 S 599 ( 1 ) D $ 4.73 243,559 D Common Stock 02/17/2015 S 77,752 ( 1 ) D $ 4.72 165,807 D Common Stock 02/17/2015 S 75,000 ( 1 ) D $ 4.7 90,807 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 Employee Stock Option (right to buy) $ 4 02/17/2015 M 100,000 ( 2 ) 03/09/2015 Common Stock 100,000 $ 0 0 D Employee Stock Option (right to buy) $ 4 02/17/2015 M 75,000 ( 3 ) 06/15/2015 Common Stock 75,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GREWAL MARK S P.O. BOX 235 FIVE POINTS, CA93624 X President and CEO Signatures Mark S. Grewal 02/19/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sale was required by and made pursuant to a 10b5-1 Trading Plan, with no discretion exercised by the reporting person. ( 2 )The options vested and became exercisable in 12 quarterly installments over three years, commencing on July 1, 2010 and thereafter on the first day of each succeeding fiscal quarter (October 1, January 1, April 1 and July 1) through and including April 1, 2013. ( 3 )The options vested and became exercisable in 12 quarterly installments over three years, commencing on July 1, 2010 and thereafter on the first day of each succeeding fiscal quarter (October 1, January 1, April 1 and July 1) through and including April 1, 2013.

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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