UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(AMENDMENT NO. 5) *

 

S&W Seed Co 

(Name of issuer)

 

Common Stock 

  (Title of class of securities)

 

 

785135104

(CUSIP number)

 

 

June 26, 2012

  (Date of Event Which Requires Filing of this Statement)

 

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

 

o   Rule 13d-1(b)

 

o   Rule 13d-1(c)  

 

o   Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 

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 1745 (1-06)

 

 Page 1 of 5 pages

 

 
 

  

CUSIP No. 785135104   13G   Page 2 of 5 Pages

 

1.Name of Reporting Person

I.R.S. Identification Nos. of above persons (entities only).

 

Sophrosyne Capital, LLC

 

2.Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) o

(b) o

 

3.SEC Use Only

 

  

4.Citizenship or Place of Organization

 

Delaware 

 

Number of 5. Sole Voting Power
Shares   560,457
Beneficially    
Owned by 6. Shared Voting Power
Each    
Reporting    
Person 7. Sole Dispositive Power
With:    
     
  8. Shared Dispositive Power

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person

 

560,457 

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

560,457

 

11.Percent of Class Represented by Amount in Row (9)

 

8.10 %

 

12.Type of Reporting Person (See Instructions)

 

IA

 

 
 

 

CUSIP No. 785135104   13G   Page 3 of 5 Pages

 

  Item 1 (a) Name of Issuer:
     S&W Seed Co.
     
  (b) Address Of Issuer's Principal Executive Offices:
     25552 South Butte Avenue
     P. O Box 235
     Five Points, CA      93624
     
  Item 2 (a) Name of Person Filing:
     Benjamin J Taylor
     
  (b) Address of Principal Business Office, or, if none, Residence:
     156 E 36 th Street
     At 2 Sniffen Court
     New York, NY 10016
     
  (c) Citizenship:
     USA
     
  (d) Title of Class of Securities:
     Common Stock and Class A warrants (exercisable into Common stock)
     
  (e) Cusip Number:
     785135104
     
Item 3 If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
     
  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) o Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(ii)(F).
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
  (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the  Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) o Group in accordance with §240.13d-1(b)(ii)(J).

 

 
 

  

CUSIP No. 785135104   13G   Page 4 of 5 Pages

 

Item 4 Ownership

 

  (a) Amount beneficially owned:

 

  (b) Percent of class:

 

  (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

 

  (iii) Sole power to dispose or to direct the disposition of

 

  (iv) Shared power to dispose or to direct the disposition of

 

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 o ..

  

Item 6 Ownership of More Than Five Percent on Behalf Of Another Person

   

 

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

 

Item 8 Identification and Classification of Members of The Group

 

 

Item 9 Notice of Dissolution of Group

 

   

Item 10 Certification

 

(a)  The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

(b)  The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

 

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.

 

 
 

 

CUSIP No. 785135104   13G   Page 5 of 5 Pages

 

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.

 

  June 26, 2012
    Date
   
  /s/ Benjamin J Taylor 
    Signature
   
  Benjamin J Taylor, Managing Member of GP
    Name/Title

 

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

NOTE : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)