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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)

C/O S&W SEED COMPANY, 106 K STREET, SUITE 300 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2019
(Street)

SACRAMENTO, CA 95814
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/1/2019     M (1)    684   A $0.00   77522   D    
Common Stock   7/1/2019     M (1)    1039   A $0.00   78561   D    
Common Stock   7/1/2019     M (1)    1005   A $0.00   79566   D    
Common Stock   7/1/2019     F (2)    919   D $2.67   78647   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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     (3) 7/1/2019     M         684      (4)   (4) Common Stock   684   $0.00   687   D    
Restricted Stock Units     (3) 7/1/2019     M         1039      (5)   (5) Common Stock   1039   $0.00   8313   D    
Restricted Stock Units     (3) 7/1/2019     M         1005      (6)   (6) Common Stock   1005   $0.00   4026   D    

Explanation of Responses:
(1)  Represents the settlement of restricted stock units ("RSUs") that vested on July 1, 2019 through the issuance of shares of common stock.
(2)  The reporting person is reporting the withholding by the Issuer of an aggregate of 919 shares of common stock that vested on July 1, 2019 pursuant to the RSU awards referred to in Table II, but that were not issued in order to satisfy the reporting person's tax withholding obligations upon settlement of the RSU award.
(3)  Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on the July 1, 2019 vesting date was $2.67.
(4)  On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 684 vested on July 1, 2019. The remaining unvested 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.
(5)  On August 31, 2018, the reporting person was granted 12,439 RSUs, of which 1,039 vested on July 1, 2019. The remaining unvested RSUs will continue to vest in equal installments the first day of each quarter through and including July 1, 2021, subject to the reporting person's continued service with the Issuer on each respective vesting date.
(6)  On September 18, 2017, the reporting person was granted 12,066 RSUs, of which 1,005 vested on July 1, 2019. The remaining unvested 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Szot Matthew K
C/O S&W SEED COMPANY
106 K STREET, SUITE 300
SACRAMENTO, CA 95814

EVP Finance & Admin and CFO

Signatures
/s/ Matthew K. Szot 7/3/2019
** 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 control number.
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