| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol S&W Seed Co [ SANW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/22/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Common Stock Purchase Warrant | $1.6 | 09/22/2022 | A | 500,000 | 09/22/2022 | 09/22/2027 | Common Stock | 500,000 | $0.00(1) | 500,000(1) | D(1)(2)(3) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. MFP Partners, L.P. ("MFP Partners") acquired the Common Stock Purchase Warrant reported herein (the "Warrant) directly from S&W Seed Company (the "Company"), as compensation for providing a letter of credit pursuant to a Subordinate Loan and Security Agreement between MFP Partners and the Company, dated September 22, 2022. The Warrant is currently exercisable through the 5-year anniversary of its issuance at $1.60 per share. The Warrant may be reduced by up to one half if draws are made to the letter of credit, at which time the Company will be obligated to issue MFP Partners additional common stock purchase warrants at $1.60 per share. |
| 2. This report is filed jointly by MFP Partners, MFP Investors LLC ("MFP Investors") and Jennifer Cook Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with the Company. MFP Investors is the general partner of MFP Partners. Ms. Price is managing director of MFP Partners and managing member and managing director of MFP Investors. |
| 3. MFP Partners is the direct beneficial owner of the Warrant reported herein. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of the Warrant reported herein, including the Common Stock issuable upon conversion or exercise of the Warrant; however, each such Reporting Person disclaims beneficial ownership of such Warrant or any Common Stock issuable upon conversion or exercise of such Warrant except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the Warrant described herein or any Common Stock issuable upon conversion or exercise of such Warrant for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. |
| Remarks: |
| Mr. Alexander C. Matina (Vice President and Portfolio Manager at MFP Investors), serves as a member of the board of directors of the Company as a nominee of MFP. Each of MFP Partners, MFP Investors and Ms. Price may be deemed a director of the Company by deputization on the basis of the relationships among such persons and Mr. Matina. |
| MFP PARTNERS, L.P., By: MFP INVESTORS LLC, By: /s/ Timothy E. Ladin, Name: Timothy E. Ladin, Title: General Counsel, Vice President | 10/07/2022 | |
| MFP INVESTORS LLC, By: /s/ Timothy E. Ladin, Name: Timothy E. Ladin, Title: General Counsel, Vice President | 10/07/2022 | |
| /s/ Jennifer Cook Price | 10/07/2022 | |
| ** 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). | ||
| 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. | ||
