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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Harvey Mark James
   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
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board
(Last)
(First)
(Middle)
33 BROWNHILL CREEK ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
04/01/2016
(Street)

MITCHAM, C3 5062		 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 04/01/2016   M(1)   772 A $ 0 4,108 D  
Common Stock 04/01/2016   M(2)   1,064 A $ 0 5,172 D  
Common Stock               212,096 I By retirement fund (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)

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 (4) 04/01/2016   M     772   (5)   (5) Common Stock 772 $ 0 6,956 D  
Restricted Stock Units (4) 04/01/2016   M     1,064   (6)   (6) Common Stock 1,064 $ 0 2,131 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Harvey Mark James
33 BROWNHILL CREEK ROAD
MITCHAM, C3 5062		   X     Chairman of the Board  

Signatures

 Mark J. Harvey   04/05/2016
**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) Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On July 15, 2015, the reporting person was granted 10,000 RSUs that were previously reported on Table II of Form 4, which report was filed with the Securities and Exchange Commission (the "SEC") on July 17, 2015.
(2) Represents the conversion upon vesting of RSUs into common stock. On December 11, 2015, the reporting person was granted 4,259 RSUs that were previously reported on Table II of Form 4, which report was filed with the SEC on December 15, 2015.
(3) These shares are owned directly by The Harvey Superannuation Fund, a retirement fund of which the reporting person is a beneficiary.
(4) Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on April 1, 2016 was $4.21.
(5) On July 15, 2015, the reporting person was granted 10,000 RSUs, of which 772 vested on April 1, 2016. The common stock into which such vested RSUs converted on April 1, 2016 is reported on Table I of this form 4. The remaining unvested RSUs will continue to vest in 8 additional quarterly installments of 772 RSUs on the first day of each fiscal quarter and a final quarterly installment will vest an aggregate of 780 RSUs on July 1, 2018, subject to the reporting person's continued service with the Issuer through the respective vesting dates. Vested shares will be delivered to the reporting person on the settlement date unless the Issuer elects to settle the RSUs in cash or a combination of shares and cash, at the Issuer's discretion.
(6) On December 11, 2015, the reporting person was granted 4,259 RSUs, of which 1,064 vested on April 1, 2016. The common stock into which such vested RSUs converted on April 1, 2016 is reported on Table I of this Form 4. The remaining unvested RSUs will vest one additional quarterly installment of 1,064 RSUs on July 1, 2016 and a final quarterly installment will vest an aggregate of 1,067 RSUs on October 1, 2016, subject to the reporting person's continued service with the Issuer through the respective vesting dates. Vested shares will be delivered to the reporting person on the settlement date unless the Issuer elects to settle in cash or a combination of shares and cash, at the Issuer's discretion.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.