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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

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)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman of the Board
(Last)          (First)          (Middle)

430 CAMBRIDGE AVENUE, SUITE 100 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/13/2010
(Street)

PALO ALTO, CA 94306
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/13/2010     P    800   A   (1) 3000   I   See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Class A Common Stock Warrants (right to buy)   $7.15   5/13/2010     P      400         (3) 5/3/2015   Common Stock   400     (1) 1500   I   See Footnote   (2)
Class B Common Stock Warrants (right to buy)   $11.00   5/13/2010     P      400         (3) 5/3/2015   Common Stock   400     (1) 1500   I   See Footnote   (2)

Explanation of Responses:
( 1)  The reported securities are included within 400 S&W Seed Company Units purchased in the open market for $9.8925 per Unit. Each Unit consists of 2 shares of Common Stock, 1 Class A Warrant and 1 Class B Warrant.
( 2)  The reporting person is the trustee of his minor daughter's trust, The Lindsay Anne Wickersham 1999 Irrevocable Trust. The reported securities were purchased by the Trust.
( 3)  The Class A Warrants and Class B Warrants become exercisable upon separation of the Units of which they are component parts. The Units will separate between June 4, 2010 and June 18, 2010, in the discretion of the representative of the underwriters of the issuer's initial public offering.

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

Chairman of the Board

Signatures
/s/ Grover T. Wickersham 5/14/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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