Harvey Mark James Form 4 S&W Seed / Mark James Harvey 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^*

Harvey Mark James

(Last) (First) (Middle)

33 BROWNHILL CREEK ROAD

(Street)

MITCHAM C3 5062

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2016

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	01/01/2016		M(1)		772	A	$0	2,272	D
Common Stock	01/01/2016		M(2)		1,064	A	$0	3,336	D
Common Stock								188,000	I	By retirement fund(3)

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
Restricted Stock Units	(4)	01/01/2016		M			772	(5)	(5)	Common Stock	772	$0	7,728	D
Restricted Stock Units	(4)	01/01/2016		M			1,064	(6)	(6)	Common Stock	1,064	$0	3,195	D

Explanation of Responses:

1. Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On July 15, 2015, the reporting person was granted 10,000 RSUs that were previously reported on Table II of Form 4, which report was filed with the Securities and Exchange Commission ("SEC") on July 17, 2015.

2. Represents the conversion upon vesting of RSUs into common stock. On December 11, 2015, the reporting person was granted 4,259 RSUs that were previously reported on Table II of Form 4, which report was filed with the SEC on December 15, 2015.

3. These shares are owned directly by The Harvey Superannuation Fund, a retirement fund of which the reporting person is beneficiary.

4. Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on January 4, 2016 (the first trading day of the fiscal quarter) was $4.17.

5. On July 15, 2015, the reporting person was granted 10,000 RSUs, of which 772 vested on January 1, 2016. The common stock into which such vested RSUs converted on January 1, 2016 is reported on Table I of this Form 4. The remaining unvested RSUs will continued to vest in 9 additional quarterly installments of 772 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 780 RSUs on July 1, 2018, subject to the reporting person's continued service with the Issuer through the respective vesting dates. 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.

6. On December 11, 2015, the reporting person was granted 4,259 RSUs, of which 1,064 vested on January 1, 2016. The common stock into which such vested RSUs converted on January 1, 2016 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest in 2 additional quarterly installments of 1,064 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 1,067 RSUs on October 1, 2016, subject to the reporting person's continued service with the Issuer through the respective vesting dates. 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.

	Mark J. Harvey	01/05/2016
	** Signature of Reporting Person	Date
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