SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

 

 

(Amendment No. 1)

 

S&W SEED COMPANY

(Name of Issuer)

 

 

 

Common Stock, $0.001 Par Value

(Title and Class of Securities)

 

785135104

(CUSIP Number)

 

February 29, 2016

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

 

[x] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

 

 

 

 

 

CUSIP No. 785135104   Page 2 of 13 Pages

 

 1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. 13-3688497

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons 

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

649,969 Shares

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

649,969 Shares

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

649,969 Shares

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.9%

 

12

TYPE OF REPORTING PERSON

 

PN 

 

 

2 

 

 

CUSIP No. 785135104   Page 3 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I 13-3953291 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

1,049,995 Shares

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

1,049,995 Shares

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,049,995 Shares

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

 

12

TYPE OF REPORTING PERSON

 

PN 

 

 

3 

 

 

CUSIP No. 785135104   Page 4 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. (No IRS Identification No.) 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

245,565 Shares

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

245,565 Shares

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

245,565 Shares

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.5%

 

12

TYPE OF REPORTING PERSON

 

CO 

 

 

4 

 

 

CUSIP No. 785135104   Page 5 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN (No IRS Identification No.) 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

99,235 Shares

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

99,235 Shares

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

99,235 Shares

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1%

 

12

TYPE OF REPORTING PERSON

 

EP 

 

 

5 

 

 

CUSIP No. 785135104   Page 6 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC 13-4018186 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

1,699,964 Shares (1)

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

1,699,964 Shares (1)

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,699,964 Shares (1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.1% (1)

 

12

TYPE OF REPORTING PERSON

 

OO 

 

(1) Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.

 

6 

 

 

CUSIP No. 785135104   Page 7 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD CAPITAL, INC. 13-3688495 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons 

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

245,565 Shares (1)

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

245,565 Shares (1)

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

245,565 Shares (1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.5% (1)

 

12

TYPE OF REPORTING PERSON

 

CO 

 

(1) Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.

 

7 

 

 

CUSIP No. 785135104   Page 8 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

NELSON OBUS

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons 

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

2,044,764 Shares (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

2,044,764 Shares (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,044,764 Shares (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£



 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

12.2% (1)

12

TYPE OF REPORTING PERSON

 

IN

(1) Mr. Obus may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund, Ltd. because he is a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc. (the investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd.). The filing of this Statement and any future amendment by Mr. Obus, and the inclusion of information herein and therein with respect to Mr. Obus, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Obus disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

 

8 

 

 

 

CUSIP No. 785135104   Page 9 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

JoSHUA Landes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

1,945,529 Shares (1)

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

1,945,529 Shares (1)

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,945,529 Shares (1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

11.6% (1)

 

12

TYPE OF REPORTING PERSON

 

IN 

 

(1) Mr. Landes may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund, Ltd. because he is a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc. The filing of this Statement and any future amendment by Mr. Landes, and the inclusion of information herein and therein with respect to Mr. Landes, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Landes disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

 

9 

 


CUSIP No. 785135104   Page 10 of 13 Pages

 

 

Item 1(a).

Name of Issuer:

 

S&W Seed Company. 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 

7108 North Fresno Street, Suite 380, Fresno, CA 93720

Item 2(a).

Name of Person Filing:

 

Wynnefield Partners Small Cap Value, L.P. (“Partners”)

Wynnefield Partners Small Cap Value, L.P. I (“Partners I”)

Wynnefield Small Cap Value Offshore Fund, Ltd. (“Fund”)

Wynnefield Capital, Inc., Profit Sharing Plan

Wynnefield Capital Management, LLC (“WCM”)

Wynnefield Capital, Inc. (“WCI”)

Nelson Obus

Joshua Landes

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

450 Seventh Avenue, Suite 509, New York, New York 10123

 

Item 2(c).

Citizenship:

 

Partners and Partners I are Delaware limited partnerships.

Fund is Cayman Islands company.

WCM is a New York limited liability company.

WCI is a Delaware corporation.

Mr. Obus and Mr. Landes are United States citizens.

 

 

 

10 

 

 

CUSIP No. 785135104   Page 11 of 13 Pages

 

 

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.001 Par Value Per Share.

 

Item 2(e).

CUSIP Number:

 

785135104

 

Item 3.

 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a) £ Broker or Dealer registered under Section 15 of the Act.  
(b) £ Bank as defined in Section 3(a)(6) of the Act.  
(c) £ Insurance Company as defined in Section 3(a)(19) of the Act.  
(d) £ Investment Company registered under Section 8 of the Investment Company Act.  
(e) R Investment Adviser registered in accordance with Rule 13d-1(b)(1)(ii)(E).  
 (f) £ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F).  
(g) £ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) £ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) £

A church plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act of 1940.

 

(j) £ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
    If this Statement is filed pursuant to Rule 13d-1(c), check this box  [ ].

 

11 

 

 

CUSIP No. 785135104   Page 12 of 13 Pages

 

Item 4.

Ownership.

 

(a) Amount beneficially owned by all Reporting Persons: 2,044,764 Common Shares

 

(b) Percent of Class: 12.2% of outstanding Common Shares

 

(c) Number of Shares as to which the Reporting Persons have:

 

(i) Sole power to vote or to direct the vote: 2,044,764 Common Shares

 

(ii) Shared power to vote or to direct the vote: 0

 

(iii) Sole power to dispose or to direct the disposition of: 2,044,764 Common Shares

 

(iv) Shared Power to dispose or to direct the disposition of: 0

 

Item 5. Ownership of Five Percent or Less of a Class.
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. *.
Item 6

Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not Applicable.

 

 

Item 8.

Identification and Classification of Members of the Group.

 

See Item 2(a)-(c).

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.

Certifications.

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

12 

 

 

CUSIP No. 785135104   Page 13 of 13 Pages

 

 

SIGNATURE

 

Date: March 4, 2016

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

By: Wynnefield Capital Management, LLC, General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Managing Member

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

By: Wynnefield Capital Management, LLC, General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Managing Member

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

By: Wynnefield Capital, Inc.

 

By: /s/ Nelson Obus

Nelson Obus, President

 

WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN

 

By: /s/ Nelson Obus

Nelson Obus, Portfolio Manager

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD CAPITAL, INC.

 

By: /s/ Nelson Obus

Nelson Obus, President

/s/ Nelson Obus

Nelson Obus, Individually

 

/s/ Joshua Landes

Joshua Landes, Individually

 

13