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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1. Name and Address of Reporting Person * Szot Matthew K   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) EVP Finance & Admin and CFO (Last) (First) (Middle) C/O S&W SEED COMPANY, 106 K STREET, SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 04/01/2019 (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 04/01/2019   M(1)   683 A $ 0 75,910 D   Common Stock 04/01/2019   M(1)   1,039 A $ 0 76,949 D   Common Stock 04/01/2019   M(1)   1,005 A $ 0 77,954 D   Common Stock 04/01/2019   F(2)   1,116 D $ 2.68 76,838 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)

04/01/2019

M

683

01/01/2017(4)

10/01/2019(4)

Common Stock

683

$ 0

1,371

D

Restricted Stock Units

(3)

04/01/2019

M

1,039

10/01/2018(5)

07/21/2021(5)

Common Stock

1,039

$ 0

9,352

D

Restricted Stock Units

(3)

04/01/2019

M

1,005

10/01/2017(6)

07/21/2020(6)

Common Stock

1,005

$ 0

5,031

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Szot Matthew K C/O S&W SEED COMPANY 106 K STREET, SUITE 300 SACRAMENTO, CA 95814			EVP Finance & Admin and CFO

Signatures

/s/ Matthew K. Szot		04/03/2019
**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 April 1, 2019 through the issuance of shares of common stock.
(2)	The reporting person is reporting the withholding by the Issuer of an aggregate of 1,116 shares of common stock that vested on April 1, 2019 pursuant to the RSU award 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 award.
(3)	Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on the April 1, 2018 vesting date was $2.68.
(4)	On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 683 vested on April 1, 2019. The remaining unvested RSUs will continue to vest in equal installments on the first day of each quarter through and including October 1, 2019, 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 12,439 RSUs, of which 1,039 vested on April 1, 2019. The remaining unvested RSUs will continue to vest in equal installments 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.
(6)	On September 18, 2017, the reporting person was granted 12,066 RSUs, of which 1,005 vested on April 1, 2019. The remaining unvested RSUs will continue 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.

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