form13ga.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934

(Amendment No.  1)*

S&W Seed Company
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
785135104
(CUSIP Number)
 
December 30, 2014
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

£ Rule 13d-l(b)

T Rule 13d-l(c)

£ Rule 13d-l(d)

*This Amendment No. 1 to Schedule 13G is being filed to correct the Schedule 13G filed by the Reporting Persons on January 7, 2015, which inadvertently failed to disclose the creation of a group as a result of such Reporting Person’s execution of a Voting Agreement dated December 30, 2014, by and among the Issuer and certain shareholders named therein and failed to include certain shares which may be deemed to be beneficially owned by MFP Partners, L.P. as a result of the creation of such group.  Upon discovering this error, the reporting persons promptly took steps to file this Amendment No. 1 to Schedule 13G.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
Page 1 of 8 pages
 
 
 
CUSIP No. 785135104
 

   
1.
Names of Reporting Persons
   
 
MFP Partners, L.P.(1)
 
c/o MFP Investors LLC
 
667 Madison Avenue, 25th Floor
 
New York, NY 10065
   
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
S  (a)
 
£  (b)
   
   
3.
SEC Use Only
   
   
4.
Citizenship or Place of Organization       Delaware
   
   
 
5.
Sole Voting Power
     
Number of
    
Shares
6.
Shared Voting Power       2,309,652(2)
Beneficially
    
Owned by Each
    
Reporting Person   
7.
Sole Dispositive Power
With:
    
     
 
8.
Shared Dispositive Power       1,294,000(2)
   
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person       1,294,000(2)
   
   
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares       x
   
   
11.
Percent of Class Represented by Amount in Row (9)       9.99%(3)
   
   
12.
Type of Reporting Person (See Instructions)
 
PN
   

(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”).  Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC.

(2) Due to their respective relationships with each other, each of the Reporting Persons (as defined below) may be deemed to share voting and dispositive power with respect to 1,294,000 shares of Common Stock of the Issuer (“Common Stock”) directly owned by MFP.  On December 30, 2014, MFP executed that certain Voting Agreement by and among the Issuer and certain shareholders named therein.  The other shareholders party to the Voting Agreement beneficially own 1,015,652 shares of Common Stock, in the aggregate, representing approximately 7.84% of the outstanding shares of Common Stock.  Due to the Voting Agreement, MFP and the other shareholders may each be deemed to share voting power, but not dispositive power, with respect to 2,309,652 shares of Common Stock.  The Reporting Persons disclaim “beneficial ownership”, within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, of the 1,015,652 shares of Common Stock beneficially owned by the other shareholders.

(3) Calculation based on 12,952,801 shares of Common Stock, which includes 11,658,801 shares of Common Stock outstanding pursuant to the issuer’s most recent Form 10-Q and the issuance of 1,294,000 shares of Common Stock to MFP on December 31, 2014.

 
Page 2 of 8 pages
 
 
 
CUSIP No. 785135104

   
1.
Names of Reporting Persons
   
 
MFP Investors LLC(1)
 
667 Madison Avenue, 25th Floor
 
New York, NY 10065
   
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
£  (a)
 
£  (b)
   
   
3.
SEC Use Only
   
   
4.
Citizenship or Place of Organization       Delaware
   
   
 
5.
Sole Voting Power
     
Number of
    
Shares
6.
Shared Voting Power       1,294,000
Beneficially
    
Owned by Each
    
Reporting Person    
7.
Sole Dispositive Power
With:
    
     
 
8.
Shared Dispositive Power       1,294,000
   
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person       1,294,000
 
   
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
   
11.
Percent of Class Represented by Amount in Row (9)       9.99%(2)
   
   
12.
Type of Reporting Person (See Instructions)
 
OO
   

(1) MFP Investors LLC is the general partner of MFP Partners, L.P.  Michael F. Price is the managing partner of MFP Partners, L.P. and managing member and controlling person of MFP Investors LLC.

(2) Calculation based on 12,952,801 shares of Common Stock of the issuer (“Common Stock”), which includes 11,658,801 shares of Common Stock outstanding pursuant to the issuer’s most recent Form 10-Q and the issuance of 1,294,000 shares of Common Stock to MFP Partners, L.P. on December 31, 2014.  Due to their respective relationships with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.


 
Page 3 of 8 pages
 
 
 
CUSIP No. 785135104

   
1.
Names of Reporting Persons
   
 
Michael F. Price(1)
 
c/o MFP Investors LLC
 
667 Madison Avenue, 25th Floor
 
New York, NY 10065
   
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
£  (a)
 
£  (b)
   
   
3.
SEC Use Only
   
   
4.
Citizenship or Place of Organization       United States of America
   
   
 
5.
Sole Voting Power
     
Number of
    
Shares
6.
Shared Voting Power       1,294,000
Beneficially
    
Owned by Each
    
Reporting Person    
7.
Sole Dispositive Power
With:
    
     
 
8.
Shared Dispositive Power       1,294,000
   
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person       1,294,000
 
   
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
   
11.
Percent of Class Represented by Amount in Row (9)       9.99%(2)
   
   
12.
Type of Reporting Person (See Instructions)
 
IN
   

(1) MFP Investors LLC is the general partner of MFP Partners, L.P.  Michael F. Price is the managing partner of MFP Partners, L.P. and managing member and controlling person of MFP Investors LLC.

(2) Calculation based on 12,952,801 shares of Common Stock of the issuer (“Common Stock”), which includes 11,658,801 shares of Common Stock outstanding pursuant to the issuer’s most recent Form 10-Q and the issuance of 1,294,000 shares of Common Stock to MFP Partners, L.P. on December 31, 2014.  Due to their respective relationships with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.


 
Page 4 of 8 pages
 
 
 
CUSIP No. 785135104
 
Item 1.
 
 
(a)
Name of Issuer
     
   
S&W Seed Company
     
 
(b)
Address of Issuer's Principal Executive Offices
     
   
25552 South Butte Avenue
   
Five Points, California 93624
   
USA
     
Item 2.
    
     
 
(a)
Name of Person Filing
     
   
MFP Partners, L.P.
   
MFP Investors LLC
   
Michael F. Price
     
 
(b)
Address of Principal Business Office or, if none, Residence
     
   
667 Madison Avenue, 25th Floor
   
New York, NY 10065
     
 
(c)
Citizenship
     
   
MFP Partners, L.P. and MFP Investors LLC are each organized under the laws of the state of Delaware.  Michael F. Price is a citizen of the United States of America.
     
 
(d)
Title of Class of Securities
     
   
Common Stock, par value $0.001 per share
     
 
(e)
CUSIP Number
     
   
785135104
     
Item 3.
If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
 
Not applicable.
   
Item 4.
Ownership.
   
 
MFP Partners, L.P. (“MFP”) directly owns 1,294,000 shares of Common Stock, representing 9.99% of the total number of shares of Common Stock outstanding.  As the investment advisor to MFP, MFP Investors LLC is deemed to share voting and dispositive power with respect to 1,294,000 shares of Common Stock, representing 9.99% of the total number of shares of Common Stock outstanding.  As Managing Member and controlling person of MFP Investors LLC, Michael F. Price is deemed to share voting and dispositive power with respect to 1,294,000 shares of Common Stock, representing 9.99% of the total number of shares of Common Stock outstanding.
 
On December 30, 2014, MFP executed that certain Voting Agreement by and among the Issuer and certain shareholders named therein (the “Voting Agreement”).  A copy of the Voting Agreement is attached to this Amendment No. 1 as Exhibit 2.  The other shareholders party to the Voting Agreement beneficially own 1,015,652 shares of Common Stock, in the aggregate, representing approximately 7.84% of the outstanding shares of Common Stock.  Due to the Voting Agreement, MFP and the other shareholders may each be deemed to share voting power, but not dispositive power, with respect to 2,309,652 shares of Common Stock.  The Reporting Persons disclaim “beneficial ownership”, within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, of the 1,015,652 shares of Common Stock beneficially owned by the other shareholders.


 
Page 5 of 8 pages
 
 
 
CUSIP No. 785135104

 
The ownership percentages set forth above are based on 11,658,801 shares of Common Stock outstanding as set forth in the Quarterly Report on Form 10-Q filed by the issuer with the Securities and Exchange Commission on November 11, 2014 and the issuance of 1,294,000 shares of Common Stock to MFP on December 31, 2014.

Item 5.
Ownership of Five Percent or Less of a Class
   
 
Not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
   
 
MFP Investors LLC manages investments for MFP Partners, L.P. which beneficially owns more than 5% of the shares of Common Stock.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group
   
 
On December 30, 2014, MFP executed the Voting Agreement by and among the Issuer and certain shareholders named therein.  As a result of entering into the Voting Agreement, MFP and the shareholders named therein may be deemed to have formed a group pursuant to Rule 13d-5 promulgated under the Securities Exchange Act of 1934 and the group formed thereby shall be deemed to have acquired beneficial ownership of the 2,309,652 shares of Common Stock held by such shareholders.  The Voting Agreement, which is attached as Exhibit 2 to this Amendment No. 1, discloses the number of shares of Common Stock owned by each signatory to the Voting Agreement as of December 30, 2014.
   
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, other than activities solely in connection with a nomination under §240.14a–11.


 
Page 6 of 8 pages
 
 
 
CUSIP No. 785135104
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of February 2, 2015.

 
MFP Partners, L.P.
   
 
/s/ Michael F. Price
 
          Signature
     
 
Name:    
Michael F. Price
 
Title:
Managing Partner
     
     
 
MFP Investors LLC
   
 
/s/ Michael F. Price
       
          Signature
   
 
Name:
Michael F. Price
 
Title:
Managing Member
     
     
 
MICHAEL F. PRICE
   
 
/s/ Michael F. Price
    
          Signature
 
Name:
Michael F. Price
 
 
 
Page 7 of 8 pages
 
 
 
CUSIP No. 785135104
 
EXHIBITS

Exhibit
    
Number    
 
Title
     
1
  
Joint Filing Agreement dated January 7, 2015 among the Reporting Persons (filed as Exhibit 1 to the Schedule 13G filed by the Reporting Persons on January 7, 2015)
     
2
  
Voting Agreement dated December 30, 2014, by and among the Issuer and certain shareholders named therein (filed herewith)
 
 
 
 

 

 
 
 
 
 
 
 
 
Page 8 of 8 pages