Sec Form 4 Filing - Jury Dennis Charles @ S&W Seed Co - 2018-10-01

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

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 Jury Dennis Charles 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 Operations and COO (Last) (First) (Middle) 5 LOCHNESS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2018 (Street) TORRENS PARK SA, C35062 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 10/01/2018 M( 1 ) 266 A $ 0 5,935 ( 2 ) D Common Stock 10/01/2018 M( 1 ) 252 A $ 0 6,187 D Common Stock 10/01/2018 M( 1 ) 239 A $ 0 6,426 D Common Stock 225,838 I By Retirement Fund ( 3 ) Common Stock 15,000 I By Family Trust ( 4 )

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 ( 5 ) 10/01/2018 M 266 01/01/2017( 6 ) 10/01/2019( 6 ) Common Stock 266 $ 0 1,072 D Restricted Stock Units ( 5 ) 10/01/2018 M 252 10/01/2017( 7 ) 07/01/2020( 7 ) Common Stock 252 $ 0 1,765 D Restricted Stock Units ( 5 ) 10/01/2018 M 239 10/01/2018( 8 ) 07/01/2021( 8 ) Common Stock 239 $ 0 2,639 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jury Dennis Charles 5 LOCHNESS AVENUE TORRENS PARK SA, C35062 EVP Operations and COO Signatures /s/ Dennis C. Jury 10/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the settlement of restricted stock units ("RSUs") that vested on October 1, 2018 through the issuance of shares of common stock. ( 2 )Corrects a two share previously-reported typographical error in the number of shares beneficially owned. ( 3 )These shares are owned directly by the Jury Bain Superannuation Fund, a retirement fund directed by the reporting person and under which he is a beneficiary. ( 4 )These shares are owned directly by Jury Family Nominees Pty Ltd, which is the Corporate Trustee of the Jury Bain Family Trust A/C. The reporting person is a joint trustee and beneficiary of the family trust. ( 5 )Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on the October 1, 2018 vesting date was $2.69. ( 6 )On October 5, 2016, the reporting person was granted 3,200 RSUs, of which 266 vested on October 1, 2018. The remaining unvested RSUs will continue to vest in equal installments 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. ( 7 )On September 18, 2017, the reporting person was granted 3,025 RSUs, of which 252 vested on October 1, 2018. The remaining unvested RSUs will continue to vest in equal installments on the first day of each quarter through and including July 1, 2020, subject to the reporting person's continued service with the Issuer on each respective vesting date. ( 8 )On August 31, 2018, the reporting person was granted 2,878 RSUs, of which 239 vested on October 1, 2018. The remaining unvested RSUs will continue to vest in equal installments on the first day of each quarter through and including July 1, 2021, subject to the reporting person's continued service with the Issuer on 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).

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.