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 *
WICKERSHAM GROVER T
   2. Issuer Name and Ticker or Trading Symbol
S&W Seed Co [SANW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
430 CAMBRIDGE AVENUE, SUITE 100		 3. Date of Earliest Transaction (Month/Day/Year)
11/22/2016
(Street)

PALO ALTO, CA 94306		 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 11/22/2016   S   23,597 D $ 4.8697 (1) 10,800 I By trust (2)
Common Stock 11/23/2016   S   10,800 D $ 4.7246 (3) 0 I By trust (2)
Common Stock               143,822 (4) D  
Common Stock               472,000 I By limited partnership (5)
Common Stock               51,022 I By corporation (6)
Common Stock               23,723 I By corporation (7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WICKERSHAM GROVER T
430 CAMBRIDGE AVENUE, SUITE 100
PALO ALTO, CA 94306		   X      

Signatures

 Grover T. Wickersham   11/25/2016
**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) This transaction was executed in multiple trades at prices ranging from $4.75 to $5.05 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request of 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.
(2) Owned directly by The Lindsay Anne Wickersham 1999 Irrevocable Trust (the "Trust"), a trust for the benefit of the reporting person's minor daughter. The reporting person is the trustee of the Trust, and he disclaims beneficial ownership of the securities owned by the Trust. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or for any other purposes.
(3) This transaction was executed in multiple trades at prices ranging from $4.70 to $4.80 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request of 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.
(4) Reflects the re-registration of 67,463 shares originally jointly owned by the reporting person and his former spouse to his former spouse as her separate property in connection with their divorce settlement.
(5) Owned directly by Glenbrook Capital Limited Partnership. The reporting person is a limited partner and a portfolio advisor, owner and one of four directors of Glenbrook Capital Management ("GCM"), the general partner. He disclaims beneficial ownership except to the extent of his pecuniary interest in the limited partnership. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes Section 16 or for any other purposes.
(6) Owned directly by GCM. The reporting person is the sole owner, a portfolio advisor and one of four directors. He disclaims beneficial ownership except to the extent of his pecuniary interest in the corporation. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purposes.
(7) Owned directly by RWL Management. The reporting person is the majority owner, an officer and one of two directors of the corporation. He disclaims beneficial ownership except to the extent of his pecuniary interest in the corporation. The inclusion of these shares in this report shall not be deemed an admission of beneficial of ownership for purposes of Section 16 or for any other purposes.

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