Szot Matthew K Form 4 S&W Seed / Matthew K Szot ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Szot Matthew K

(Last) (First) (Middle)

C/O S&W SEED COMPANY

2101 KEN PRATT BLVD., SUITE 201

(Street)

LONGMONT CO 80501

(City) (State) (Zip)

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 Finance & Admin and CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/01/2020		A		15,919(1)	A	$0.00	135,636	D
Common Stock	10/01/2020		M(2)		1,039	A	$0.00	136,675	D
Common Stock	10/01/2020		F(3)		1,397	D	$2.41	135,278	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock options (right to buy)	$2.41	10/01/2020		A		150,000		(4)	10/01/2030	Common Stock	150,000	$0.00	150,000	D
Restricted Stock Units	(5)	10/01/2020		M			1,039	(6)	(6)	Common Stock	1,039	$0.00	3,118	D

Explanation of Responses:

1. The shares being reported are being issued pursuant to restricted stock unit awards ("RSUs"), each one of which represents a contingent right to receive one share of the Issuer's common stock. 1/12th of the shares subject to the RSUs will vest on January 1, 2021, and the remainder will vest in eleven equal quarterly installments, subject to continued service with the Issuer on each respective vesting date.

2. Represents the settlement of restricted stock units ("RSUs") that vested on October 1, 2020 through the issuance of shares of common stock.

3. The reporting person is reporting the withholding by the Issuer of an aggregate of 1,397 shares of common stock that vested on October 1, 2020 pursuant to the RSU award referred to in Table II and an RSU award granted on October 14, 2019, but that were not issued in order to satisfy the reporting person's tax withholding obligations upon settlement of the RSU award.

4. The options vest in 12 quarterly installments over three years, commencing on January 1, 2021 and continuing thereafter on the first day of each succeeding fiscal quarter through and including October 1, 2023, subject to continued service with the Issuer on each respective vesting date.

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, 2020 vesting date was $2.41.

6. On August 31, 2018, the reporting person was granted 12,439 RSUs, of which 1,039 vested on October 1, 2020. The remaining unvested RSUs will continue to vest in equal installments 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.

Remarks:

	/s/ Matthew K. Szot	10/05/2020
	** Signature of Reporting Person	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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