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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (4) | 07/01/2018 | M | 653 | 07/01/2018(5) | 07/01/2018(5) | Common Stock | 653 | $ 0 | 0 | D | ||||
Restricted Stock Units | (4) | 07/01/2018 | M | 266 | 07/01/2018(6) | 10/01/2019(6) | Common Stock | 266 | $ 0 | 1,338 | D | ||||
Restricted Stock Units | (4) | 07/01/2018 | M | 252 | 07/01/2018(7) | 07/01/2020(7) | Common Stock | 252 | $ 0 | 2,017 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Jury Dennis Charles 5 LOCHNESS AVENUE TORRENS PARK SA, C3 5062 |
EVP of Operations and COO |
/s/Debra K. Weiner, as attorney-in-fact for Dennis C. Jury | 07/03/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents the settlement of restricted stock units ("RSUs") that vested on July 1, 2018 through the issuance of shares of common stock. |
(2) | Takes into account the transfer for no consideration of 15,000 shares from direct ownership to indirect ownership between the reporting person and his retirement fund, effective as of December 22, 2017. |
(3) | These shares are owned directly by the Jury Bain Superannuation Fund, a retirement fund directed by the reporting person and under which he is a beneficiary. |
(4) | Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on June 29, 2018 (the last trading day before the July 1, 2018 vesting date, which fell on a weekend) was $3.25. |
(5) | On July 15, 2015, the reporting person was granted 8,333 RSUs, of which the final installment of 653 RSUs vested on July 1, 2018. |
(6) | On October 5, 2016, the reporting person was granted 3,200 RSUs, of which 266 vested on July 1, 2018. The remaining RSUs will continue to vest in equal installments on the first day of each quarter through and including October 1, 2019, subject to the reporting person's continued service with the Issuer on each respective vesting date. |
(7) | On September 18, 2017, the reporting person was granted 3,025 RSUs, of which 252 vested on July 1, 2018. The remaining RSUs will continue to vest in equal installments on the first day of each quarter through and including July 1, 2020, subject to the reporting person's continued service with the Issuer on each respective vesting date. |