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 * GARDNER DANIELSON B.   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) Chief Marketing & Tech Officer (Last) (First) (Middle) C/O S&W SEED COMPANY, 106 K STREET, SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 10/01/2018 (Street) SACRAMENTO, CA 95814 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 10/01/2018   M(1)   529 A $ 0 3,754 D   Common Stock 10/01/2018   M(1)   410 A $ 0 4,164 D   Common Stock 10/01/2018   F(2)   325 D $ 2.69 3,839 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

(3)

10/01/2018

M

529

10/01/2017(4)

07/01/2020(4)

Common Stock

529

$ 0

3,706

D

Restricted Stock Units

(3)

10/01/2018

M

410

10/01/2018(5)

07/01/2021(5)

Common Stock

410

$ 0

4,512

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GARDNER DANIELSON B. C/O S&W SEED COMPANY 106 K STREET, SUITE 300 SACRAMENTO, CA 95814			Chief Marketing & Tech Officer

Signatures

/s/ Danielson B. Gardner		10/03/2018
**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 settlement of restricted stock units ("RSUs") that vested on October 1, 2018 through the issuance of shares of common stock.
(2)	The reporting person is reporting the withholding by the Issuer of an aggregate of 325 shares of common stock that vested on October 1, 2018 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 awards.
(3)	Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on the October 1, 2018 vesting date was $2.69.
(4)	On September 18, 2017, the reporting person was granted 6,351 RSUs, of which 529 vested on October 1, 2018. The remaining unvested RSUs will continued 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.
(5)	On August 31, 2018, the reporting person was granted 4,922 RSUs, of which 410 vested on October 1, 2018. The remaining unvested RSUs will continue to vest in equal installments on 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.

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