Sec Form 4 Filing - Wong Mark @ S&W Seed Co - 2018-08-31

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) President & CEO (Last) (First) (Middle) 1941 PEARL STREET, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2018 (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

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 ( 1 ) 08/31/2018 A 37,500 10/01/2018( 2 ) ( 2 ) Common Stock 37,500 $ 0 ( 3 ) 37,500 D Employee Stock Options (right to buy) $ 3.2 08/31/2018 A 100,000 10/01/2018( 4 ) 08/31/2028 Common Stock 100,000 $ 0 ( 3 ) 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wong Mark 1941 PEARL STREET, SUITE 200 BOULDER, CO80302 X President & CEO Signatures /s/ Mark Wong 09/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents the contingent right to receive one share of common stock upon vesting of that RSU. The closing price of the Issuer's common stock on the date of this RSU award was $3.20. ( 2 )The RSUs vest quarterly over three years on the first day of each fiscal quarter, commencing on October 1, 2018 and continuing thereafter on the first day of each succeeding fiscal quarter through and including July 1, 2021, subject to continued service with the Issuer on each respective vesting date. Of the quarterly vesting installments, 11 will vest an aggregate of 8,333 RSUs, and the 12th installment will vest an aggregate of 8,337 RSUs. ( 3 )The RSUs and options were granted pursuant to the Issuer's Amended and Restated 2009 Equity Incentive Plan. ( 4 )The options vest in 12 quarterly installments over three years, commencing on October 1, 2018 and continuing thereafter on the first day of each succeeding fiscal quarter through and including July 1, 2021, subject to continued service with the Issuer on each respective vesting date. A total of 3,125 options will vest at each respective vesting date.

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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