UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
S & W Seed Co.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
785135104
(CUSIP Number)
October 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled
out for a reporting person's initial filing on this
form with respect to the subject class of securities,
and for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for
the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act
(however, see the Notes).
<Page>
CUSIP No. 785135104
1. Names of Reporting Person
I.R.S. Identification Nos. of above person
RMB Capital Management, LLC 59-3792751
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware Limited Liability Company
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 1,169,318
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 1,169,318
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,169,318
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
10.02%
12. Type of Reporting Person
IA
<Page>
CUSIP No. 785135104
1. Names of Reporting Person
I.R.S. Identification Nos. of above person
Iron Road Capital Partners L.L.C. 20-4493541
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware Limited Liability Company
5. Sole Voting Power: None
Number of
Shares 6. Shared Voting Power: 1,153,318
Beneficially
Owned by 7. Sole Dispositive Power: None
Each Reporting
Person With 8. Shared Dispositive Power: 1,153,318
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,153,318
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
9.89%
12. Type of Reporting Person
OO
<Page>
Item 1. (a) Issuer: S & W Seed Co.
Address:
25552 South Butte Avenue
Five Points, CA 93624
Item 2. (a) Name of Person Filing:
(i) RMB Capital Management, LLC
(ii) Iron Road Capital Partners, LLC
(b) Address of Principal Business Offices:
115 S. LaSalle Street
34th Floor
Chicago, IL 60603
(c) Citizenship:
Please refer to Item 4 on each
cover sheet for each Reporting Person
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number: 785135104
Item 3. If this statement is filed pursuant to rule 240.13d- 1(b),or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C.78c).
(b) |_| Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |X| An investment adviser in accordance with
240.13d-1(b)1)(ii)(E).
(f) |_| An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F).
(g) |_| A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G)
(h) |_| A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) |_| Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
<Page>
Item 4. Ownership
Please see Items 5 - 9 and 11 on each cover sheet for each
Reporting Person
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
<Page>
Item 10. Certification
By signing below I certify that, to the
best of my knowledge and belief, the securities
referred to above were acquired and held in the
ordinary course of business and were not acquired
and are not held for the purpose of or with the
effect of changing or influencing the control of
the issuer of the securities and were not acquired
and are not held in connection with or as a
participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this statement is true, complete and
correct.
Date: November 10, 2014
RMB Capital Management, LLC
By: RMB Capital Holdings, LLC
Its: Manager
By: /s/ Walter Clark
--------------------------
Name: Walter Clark
Title: Manager
Iron Road Capital Partners, LLC
By: RMB Capital Management, LLC
Its: Manager
By: RMB Capital Holdings, LLC
Its: Manager
By: /s/ Walter Clark
--------------------------
Name: Walter Clark
Title: Manager
<Page>
JOINT FILING AGREEMENT
RMB Capital Management, LLC (an investment adviser registered under the
Investment Advisers Act of 1940); and Iron Road Capital Partners, LLC, a
Delaware Limited Liability Company, hereby agree to file jointly the
statement on this Schedule 13G/A to which this Agreement is attached,
and any amendments thereto which may be deemed necessary.
It is understood and agreed that each of the parties
hereto is responsible for the timely filing of such statement
and any amendments thereto, and for the completeness and
accuracy of the information concerning such party contained
therein, but such party is not responsible for the
completeness or accuracy of information concerning the other
party unless such party knows or has reason to believe that
such information is inaccurate.
It is understood and agreed that a copy of this Agreement
shall be attached as an exhibit to the statement on
Schedule 13G/A, and any amendments thereto, filed on behalf
of each of the parties hereto.
Date: November 10, 2014
RMB Capital Management, LLC
By: RMB Capital Holdings, LLC
Its: Manager
By: /s/ Walter Clark
--------------------------
Name: Walter Clark
Title: Manager
Iron Road Capital Partners, LLC
By: RMB Capital Management, LLC
Its: Manager
By: RMB Capital Holdings, LLC
Its: Manager
By: /s/ Walter Clark
--------------------------
Name: Walter Clark
Title: Manager