Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Szot Matthew K
   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
(Last)
(First)
(Middle)
7108 NORTH FRESNO STREET, SUITE 380		 3. Date of Earliest Transaction (Month/Day/Year)
10/01/2016
(Street)

FRESNO, CA 93720		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 10/01/2016   M(1)   4,722 A $ 0 52,646 D  
Common Stock 10/01/2016   M(2)   1,931 A $ 0 54,577 D  
Common Stock 10/01/2016   F(3)   2,500 D $ 5.1 52,077 D  
Common Stock 10/03/2016   S(4)   1,100 D $ 5.1505 (5) 50,977 D  
Common Stock 10/03/2016   M(6)   50,000 A $ 4.2 100,977 D  
Common Stock 10/03/2016   S(4)   50,000 D $ 5.0984 (7) 50,977 D  

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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (8) 10/03/2016   M     4,722   (9)   (9) Common Stock 4,722 $ 0 18,892 D  
Restricted Stock Unitst (8) 10/03/2016   M     1,931   (10)   (10) Common Stock 1,931 $ 0 13,526 D  
Employee Stock Options (right to buy) $ 4.2 10/03/2016   M     50,000   (11) 10/24/2016 Common Stock 50,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Szot Matthew K
7108 NORTH FRESNO STREET, SUITE 380
FRESNO, CA 93720		       EVP Finance & Admin and CFO  

Signatures

 Matthew K. Szot   10/04/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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 conversion upon vesting of restricted stock units ("RSUs") into common stock. On March 16, 2013, the reporting person was granted 100,000 RSUs (the "2013 RSU grant") that were previously reported on Table II of Form 4, which form was filed with the Securities and Exchange Commission (the "SEC") on March 19, 2013.
(2) Represents the conversion upon vesting of RSUs into common stock. On July 15, 2015, the reporting person was granted 25,000 RSUs (the "2015 RSU grant") that were previously reported on Table II of Form 4, which form was filed with the SEC on July 17, 2015.
(3) The reporting person is reporting the withholding by the Issuer of an aggregate of 2,500 shares of common stock that vested on October 1, 2016 pursuant to the 2013 RSU grant and the 2015 RSU grant but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the delivery of the converted common stock to the reporting person as of October 1, 2016.
(4) The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(5) This transaction was executed in multiple trades at prices ranging from $5.1500 to $5.1600. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(6) Shares issued pursuant to the exercise of vested stock options.
(7) This transaction was executed in multiple trades at prices ranging from $5.0900 to $5.1400 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security older of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(8) Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on September 30, 2016 (the last trading day before the October 1, 2016 vesting date, which fell on a weekend) was $5.10.
(9) On March 16, 2013, the reporting person was granted 100,000 RSUs, of which 4,722 vested on October 1, 2016. The common stock into which such vested RSUs converted on October 1, 2016 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest in three additional quarterly installments of 4,722 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 4,726 RSUs on October 1, 2017, subject to the reporting person's continued service with the Issuer through the vesting date. 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.
(10) On July 15, 2015, the reporting person was granted 25,000 RSUs, of which 1,931 vested on October 1, 2016. The common stock into with such vested RSUs converted on October 1, 2016 is reported on Table I of this Form 4. The remaining unvested RSUs will continue to vest six additional quarterly installments of 1,931 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 1,940 RSUs on July 1, 2018, subject to the reporting person's continued service with the Issuer through the vesting date. 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.
(11) The options vested and became exercisable in eight quarterly installments over two years, commencing on January 1, 2012 and continuing thereafter on the first day of each succeeding fiscal quarter through and including October 1, 2014.

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