Sec Form 4 Filing - GARDNER DANIELSON B. @ S&W Seed Co - 2018-10-07

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 GARDNER DANIELSON B. 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) Chief Marketing & Tech Officer (Last) (First) (Middle) C/O S&W SEED COMPANY, 106 K STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 10/07/2018 (Street) SACRAMENTO, CA95814 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 10/07/2018 M( 1 ) 832 A $ 0 4,671 D Common Stock 10/07/2018 F( 2 ) 288 D $ 2.76 4,383 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 ( 3 ) 10/07/2018 M 832 10/07/2017( 4 ) 10/07/2018( 4 ) Common Stock 832 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GARDNER DANIELSON B. C/O S&W SEED COMPANY 106 K STREET, SUITE 300 SACRAMENTO, CA95814 Chief Marketing & Tech Officer Signatures /s/ Danielson B. Gardner 10/10/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the settlement of restricted stock units ("RSUs") that vested on October 7, 2018 through the issuance of shares of common stock. ( 2 )The reporting person is reporting the withholding by the Issuer of an aggregate of 288 shares of common stock that vested on October 7, 2018 pursuant to the RSU award referred to in Table II, but that were not issued in order to satisfy the reporting person's tax withholding obligations upon settlement of the RSU award. ( 3 )Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on October 5, 2018 (the last trading day before the October 7, 2018 vesting date) was $2.76. ( 4 )On October 7, 2016, the reporting person was awarded 1,663 RSUs, the final installment of which vested on October 7, 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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