Sec Form 4 Filing - Szot Matthew K @ S&W Seed Co - 2017-07-01

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) 07/01/2017 (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 07/01/2017 M( 1 ) 4,722 A $ 0 61,886 D Common Stock 07/01/2017 M( 2 ) 1,931 A $ 0 63,817 D Common Stock 07/01/2017 M( 3 ) 684 A $ 0 64,501 D Common Stock 07/01/2017 F( 4 ) 2,758 D $ 4.15 61,743 D Common Stock 07/03/2017 S( 5 ) 1,100 D $ 4.05 60,643 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 ( 6 ) 07/01/2017 M 4,722 ( 7 ) ( 7 ) Common Stock 4,722 $ 0 4,726 D Restricted Stock Units ( 6 ) 07/01/2017 M 1,931 ( 8 ) ( 8 ) Common Stock 1,931 $ 0 7,733 D Restricted Stock Units ( 6 ) 07/01/2017 M 684 ( 9 ) ( 9 ) Common Stock 684 $ 0 6,159 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 07/05/2017 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 (the "2013 RSU grant") that were previously reported on Table II of Form 4, which form was filed with the Securities and Exchange Commission (the "SEC") on March 19, 2013. ( 2 )Represents the conversion upon vesting of RSUs into common stock. On July 15, 2015, the reporting person was granted 25,000 RSUs (the "2015 RUS grant") that were previously reported on Table II of Form 4, which form was filed with the SEC on July 17, 2015. ( 3 )Represents the conversion upon vesting of RSUs into common stock. On October 5, 2016, the reporting person was granted 8,210 RSUs (the "2016 RSU grant") that were previously reported on Table II of Form 4, which form was filed with the SEC on October 7, 2016. ( 4 )The reporting person is reporting the withholding by the Issuer of an aggregate of 2,758 shares of common stock that vested on July 1, 2017 pursuant to the 2013 RSU grant, the 2015 RSU grant and the 2016 RSU grant, 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 as of July 1, 2017. ( 5 )The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 6 )Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on June 30, 2017 (the last trading day before the July 1, 2017 vesting date, which fell on a weekend) was $4.15. ( 7 )On March 16, 2013, the reporting person was granted 100,000 RSUs, of which 4,722 vested on July 1, 2017. The common stock into which such vested RSUs converted on July 1, 2017 is reported on Table I of this Form 4. The remaining unvested RSUs will vest on October 1, 2017, subject to the reporting person's continued service with the Issuer through the vesting date. ( 8 )On July 15, 2015, the reporting person was granted 25,000 RSUs, of which 1,931 vested on July 1, 2017. The common stock into which such vested restricted stock units converted on July 1, 2017 is reported on Table I of this Form 4. 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. ( 9 )On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 684 vested on July 1, 2017. The common stock into which such vested RSUs converted on July 1, 2017 is reported on Table I of this Form 4. 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.

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