Wynnefield Partners Small Cap Value Lp - Feb 7, 2023 Form 4 Insider Report for S&W Seed Co (SANW)

Role
10%+ Owner
Signature
/s/ Nelson Obus, Managing Member, By: Wynnefield Capital Management, LLC, General Partner, WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
Stock symbol
SANW
Transactions as of
Feb 7, 2023
Transactions value $
-$650,370
Form type
4
Date filed
2/9/2023, 03:22 PM
Previous filing
Sep 19, 2022
Next filing
Mar 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SANW Common Stock, par value $0.0001 per share Sale -$204K -119K -8.19% $1.71 1.34M Feb 7, 2023 Direct F1
transaction SANW Common Stock, par value $0.0001 per share Sale -$446K -261K -8.59% $1.71 2.78M Feb 7, 2023 See footnotes F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Wynnefield Partners Small Cap Value Lp is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The Reporting Person directly beneficially owns 1,336,741 shares of common stock, $0.0001 par value per share ("Common Stock") of S&W Seed Company (the "Issuer"). Wynnefield Capital Management, LLC, as the sole general partner of the Reporting Person, has an indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially owns.
F2 The Reporting Person has an indirect beneficial ownership interest in 2,104,556 shares of Common Stock, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. I, as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Wynnefield Partners Small Cap Value, L.P. I, which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Wynnefield Capital Management, LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P. I, has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Partners Small Cap Value L.P. I directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Partners Small Cap Value, L.P. I directly beneficially owns.
F3 The Reporting Person has an indirect beneficial ownership interest in 542,418 shares of Common Stock, which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Exchange Act. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns. Nelson Obus and Joshua Landes, as principal executive officers of Wynnefield Capital, Inc., have an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns.
F4 The Reporting Person has an indirect beneficial ownership interest in 129,235 shares of Common Stock, which are directly beneficially owned by Wynnefield Capital, Inc. Profit Sharing Plan, as members of a group under Section 13(d) of the Exchange Act. Wynnefield Capital, Inc. Profit Sharing Plan, which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Mr. Obus and Mr. Landes, as co-trustees, have the power to vote and dispose of Wynnefield Capital, Inc. Profit Sharing Plan's investments in securities and have indirect beneficial ownership interests in the shares of Common Stock that Wynnefield Capital, Inc. Profit Sharing Plan directly beneficially owns.

Remarks:

Each of the Reporting Owners identified in this statement disclaims beneficial ownership of the securities described in this statement, except to the extent of their individual respective pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that any of the Reporting Owners identified in this statement are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement other than those directly beneficially owned by them.