Sec Form 4 Filing - GREWAL MARK S @ S&W Seed Co - 2014-10-01

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

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1. Name and Address of Reporting Person GREWAL MARK S 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 and CEO (Last) (First) (Middle) P.O. BOX 235 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2014 (Street) FIVE POINTS, CA93624 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 10/01/2014 M( 1 ) 4,722 A $ 0 93,099 D Common Stock 10/01/2014 F( 2 ) 2,156 D $ 0 90,943 D Common Stock 10/01/2014 S( 3 ) 1,181 D $ 4.1098 89,762 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 ( 4 ) 10/01/2014 M 4,722 ( 5 ) ( 5 ) Common Stock 4,722 $ 0 56,668 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GREWAL MARK S P.O. BOX 235 FIVE POINTS, CA93624 X President and CEO Signatures Mark S. Grewal 10/03/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the conversion upon vesting of restricted stock units ("RSUs") into shares of common stock. On March 16, 2013, the Reporting Person was granted 100,000 RSUs that were previously reported in Table II of Form 4, which was filed with the Securities and Exchange Commission on March 19, 2013. ( 2 )The Reporting Person is reporting the withholding by the Issuer of 2,156 shares of common stock that vested on October 1, 2014, but which 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 October 1, 2014. ( 3 )These sales were made pursuant to a Rule 10b5-1 predefined trading plan enacted for tax and planning purposes. ( 4 )Each RSU is the economic equivalent of one share of the Issuer's common stock. ( 5 )On March 16, 2013, the Reporting Person was granted 100,000 RSUs, of which 4,722 vested on October 1, 2014. The number of shares of common stock into which such vested RSUs converted on October 1, 2014 is reported in Table I of this Form 4. The remaining unvested RSUs will continue to vest in 13 additional quarterly installments of 4,722 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 4,726 RSUs on October 1, 2017, subject to the Reporting Person's continued service with the Issuer through the vesting date. Vested shares will be delivered to the Reporting Person on the settlement date unless the Issuer elects to settle the RSUs in cash or a combination of shares and cash, at the Issuer's discretion.

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).

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