Filing Details

ITEM 1(a).

NAME OF ISSUER:

 

S&W Seed Company

ITEM 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

25552 South Butte Avenue

Five Points, CA 93624

ITEM 2(a).

NAME OF PERSON FILING:

 

Wolverine Asset Management, LLC

Wolverine Holdings, L.P.

Wolverine Trading Partners, Inc.

Christopher L. Gust

Robert R. Bellick

ITEM 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

c/o Wolverine Asset Management, LLC

175 West Jackson Blvd., Suite 340

Chicago, IL 60604

ITEM 2(c).

CITIZENSHIP:

 

Wolverine Asset Management, LLC – Illinois

Wolverine Holdings, L.P. – Illinois

Wolverine Trading Partners, Inc. – Illinois

Christopher L. Gust – US Citizen

Robert R. Bellick – US Citizen

ITEM 2(d).

TITLE OF CLASS OF SECURITIES:

 

Common stock, par value $0.001 per share

ITEM 2(e).

CUSIP NUMBER:

 

785135104

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:

ITEM 4.

OWNERSHIP:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

As of the date of this filing, Wolverine Asset Management, LLC (“WAM”) is deemed to have voting and dispositive power over 521,700 shares of the common stock of S&W Seed Company (the “Issuer”). This amount consists of (i) 68,546 shares of common stock receivable upon conversion of convertible debentures of the Issuer (the “Convertible Debentures”), (ii) 350,000 shares of common stock receivable upon exercise of warrants issued by the Issuer (the “Warrants”), and (iii) 103,154 shares of common stock of the Issuer. The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). In addition to shares deemed beneficially owned by WAM, Wolverine Holdings is deemed to be the beneficial owner of (i) 5,800 shares of common stock receivable upon exercise of options held by affiliates other than WAM as of December 31, 2016. Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. (“WTP”), the general partner of Wolverine Holdings.

(b)

Percent of class:

2.9%

The terms of the Convertible Debentures and the Warrants provide that such securities may not be converted or exercised, as applicable, to the extent that the holder thereof would beneficially own more than a maximum of 9.99% of the common stock of the Issuer outstanding immediately after giving effect to such conversion or exercise.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

 

(ii)

Shared power to vote or to direct the vote:

As of the date of this filing, WAM has shared power to vote or direct the vote of (i) 521,700 shares of common stock of the Issuer, and each of Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust is deemed to have shared power to vote 521,700 shares of common stock of the Issuer, in each case as set forth in Item 4(a) above.

(iii)

Sole power to dispose or to direct the disposition of:

 

(iv)

Shared power to dispose or to direct the disposition of:

As of the date of this filing, WAM has shared power to dispose of (i) 521,700 shares of common stock of the Issuer, and each of Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust is deemed to have shared power to vote 521,700 shares of common stock of the Issuer, in each case as set forth in Item 4(a) above.

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 T.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Wolverine Flagship Fund Trading Limited is known to have the right to receive the receipt of dividends from, or the proceeds from the sale of, the securities covered by this statement that are beneficially owned by WAM.

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:

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP:

Not applicable.

ITEM 10.

CERTIFICATION:

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.

Wolverine Asset Management, LLC

Signature

Name/Title

Wolverine Holdings, L.P.

Signature

Name/Title

Wolverine Trading Partners, Inc.

Signature

Name/Title

Christopher L. Gust

Robert R. Bellick