Sec Form 4 Filing - Harvey Mark James @ S&W Seed Co - 2018-07-01

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
Harvey Mark James
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)
Chairman of the Board
(Last) (First) (Middle)
PARA WATTA, 60 MILAN TERRACE
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2018
(Street)
STIRLING SA, C35052
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 07/01/2018 M( 1 ) 780 A $ 0 22,829 ( 2 ) D
Common Stock 212,096 I By retirement fund ( 3 )
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 ( 4 ) 07/01/2018 M 780 07/01/2018( 5 ) 07/01/2018( 5 ) Common Stock 780 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Harvey Mark James
PARA WATTA
60 MILAN TERRACE
STIRLING SA, C35052
X Chairman of the Board
Signatures
/s/ Mark J. Harvey 07/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the settlement of restricted stock units ("RSUs") that vested on July 1, 2018 through the issuance of shares of common stock.
( 2 )Takes into account and corrects a mathematical error in the Amount of Securities Beneficially Owned as presented in the Form 4 filed by the reporting person on April 3, 2018.
( 3 )These shares are owned directly by The Harvey Superannuation Fund, a retirement fund directed by the reporting person and under which he is a beneficiary.
( 4 )Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on June 29, 2018 (the last trading day before the July 1, 2018 vesting date, which fell on a weekend) was $3.25.
( 5 )On July 15, 2015, the reporting person was granted 10,000 RSUs, of which the final installment of 780 RSUs vested on July 1, 2018.

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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