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sanw_sc13ga.txt

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*


                                S&W Seed Company
                                (Name of Issuer)

                      Common Stock, par value $0.001 per share
                          (Title of Class of Securities)

                                    785135104
                                 (CUSIP Number)

                                December 31, 2016
             (Date of Event Which Requires Filing of this Statement)

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

[X] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] 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 the 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).

Page 1 of 7 Pages




CUSIP No. 785135104                  13G/A                  Page 2 of 7 Pages
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     (1)    NAMES OF REPORTING PERSONS

            Hudson Bay Capital Management, L.P.

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     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                               (a)  [ ]
                                                               (b)  [ ]
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     (3)    SEC USE ONLY
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     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware
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NUMBER OF      (5)   SOLE VOTING POWER
                     0
SHARES         --------------------------------------------------------------

BENEFICIALLY   (6)   SHARED VOTING POWER
                     683,993 shares of Common Stock issuable upon conversion
                     of convertible notes and upon exercise of warrants

OWNED BY       --------------------------------------------------------------

EACH           (7)   SOLE DISPOSITIVE POWER
                     0
REPORTING      --------------------------------------------------------------

PERSON WITH:   (8)   SHARED DISPOSITIVE POWER
                     683,993 shares of Common Stock issuable upon conversion
                     of convertible notes and upon exercise of warrants
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     (9)    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            683,993 shares of Common Stock issuable upon conversion of
            convertible notes and upon exercise of warrants
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     (10)   CHECK BOX IF THE AGGREGATE AMOUNT
            IN ROW (9) EXCLUDES CERTAIN SHARES
                                                                          [ ]
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     (11)   PERCENT OF CLASS REPRESENTED
            BY AMOUNT IN ROW (9)
            3.68%
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     (12)   TYPE OF REPORTING PERSON
            PN
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CUSIP No. 785135104                  13G/A                 Page 3 of 7 Pages
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     (1)    NAMES OF REPORTING PERSONS

            Sander Gerber
-----------------------------------------------------------------------------
     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                               (a)  [ ]
                                                               (b)  [ ]
-----------------------------------------------------------------------------
     (3)    SEC USE ONLY
-----------------------------------------------------------------------------
     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
-----------------------------------------------------------------------------
NUMBER OF      (5)   SOLE VOTING POWER
                     0
SHARES         --------------------------------------------------------------

BENEFICIALLY   (6)   SHARED VOTING POWER
                     683,993 shares of Common Stock issuable upon conversion
                     of convertible notes and upon exercise of warrants

OWNED BY       --------------------------------------------------------------

EACH           (7)   SOLE DISPOSITIVE POWER
                     0
REPORTING      --------------------------------------------------------------

PERSON WITH:   (8)   SHARED DISPOSITIVE POWER
                     683,993 shares of Common Stock issuable upon conversion
                     of convertible notes and upon exercise of warrants

-----------------------------------------------------------------------------
     (9)    AGGREGATE AMOUNT BENEFICIALLY OWNED
            BY EACH REPORTING PERSON
            683,993 shares of Common Stock issuable upon conversion of
            convertible notes and upon exercise of warrants
-----------------------------------------------------------------------------
     (10)   CHECK BOX IF THE AGGREGATE AMOUNT
            IN ROW (9) EXCLUDES CERTAIN SHARES
                                                                          [ ]
-----------------------------------------------------------------------------
     (11)   PERCENT OF CLASS REPRESENTED
            BY AMOUNT IN ROW (9)
            3.68%
-----------------------------------------------------------------------------
     (12)   TYPE OF REPORTING PERSON
            IN
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CUSIP No. 785135104                  13G/A                 Page 4 of 7 Pages
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Item 1.

(a)   Name of Issuer

           S&W Seed Company, a Nevada corporation (the "Company")

(b)   Address of Issuer's Principal Executive Offices

           	802 N. Douty Street
		Hanford, California 93230

Item 2(a).  Name of Person Filing

 This statement is filed by Hudson Bay Capital Management, L.P. (the
"Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are
collectively referred to herein as "Reporting Persons."

Item 2(b).  Address of Principal Business Office or, if none, Residence

      The address of the principal business office of each of the Reporting
      Persons is:

      777 Third Avenue, 30th Floor
      New York, NY 10017

Item 2(c).  Citizenship

      Citizenship is set forth in Row (4) of the cover page for each
Reporting Person hereto and is incorporated herein by reference for
each such Reporting Person.

Item 2(d)   Title of Class of Securities

      	Common Stock, par value $0.001 per share (the "Common Stock")


Item 2(e)   CUSIP Number

      	785135104
CUSIP No. 785135104                  13G/A                  Page 5 of 7 Pages
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Item 3.     If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ]   Broker or dealer registered under Section 15 of the Act (15 U.S.C.
          78o).

(b) [ ]   Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [ ]   Insurance company as defined in Section 3(a)(19) of the Act (15
          U.S.C. 78c).

(d) [ ]   Investment company registered under Section 8 of the Investment
          Company Act of 1940 (15 U.S.C. 80a-8).

(e) [X]   An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);

(f) [ ]   An employee benefit plan or endowment fund in accordance with
          ss.240.13d-1(b)(1)(ii)(F);

(g) [X]   A parent holding company or control person in accordance with
          ss.240.13d-1(b)(1)(ii)(G);

(h) [ ]   A savings association as defined in Section 3(b) of the Federal
          Deposit Insurance Act (12 U.S.C. 1813);

(i) [ ]   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) [ ]   A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k) [ ]   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____




Item 4.     Ownership



	The information required by Items 4(a) - (c) is set forth in Rows (5)-
(11) of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.

The Company's Registration Statement on Form S-3 for filed with the Securities
and Exchange Commission on December 2, 2016, discloses that the total number
of outstanding shares of Common Stock as of December 1, 2016 was 17,911,128.
The percentage set forth on Row (11) of the cover page for each Reporting
Person is based on the Company's total number of outstanding shares of Common
Stock and assumes the conversion of convertible notes and the exercise of
warrants held by Hudson Bay Master Fund Ltd.

The Investment Manager, which serves as the investment manager to Hudson Bay
Master Fund Ltd., in whose name the securities reported herein are held, may
be deemed to be the beneficial owner of all shares of Common Stock underlying
the convertible notes and warrants held by Hudson Bay Master Fund Ltd.
Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which
is the general partner of the Investment Manager.  Mr. Gerber disclaims
beneficial ownership of these securities.

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: [X]

Item 6.     Ownership of More than Five Percent on Behalf of Another Person

See Item 4.

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.



CUSIP No. 785135104                  13G/A                  Page 6 of 7 Pages
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Item 10.    Certification

By signing below each Reporting Person certifies that, to the best of his or
its 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.






CUSIP No. 785135104                   13G/A                 Page 7 of 7 Pages
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SIGNATURES

      After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.

Dated: January 30, 2017


HUDSON BAY CAPITAL MANAGEMENT, L.P.

By: /s/ Sander Gerber
Name:	Sander Gerber
Title: Authorized Signatory





/s/ Sander Gerber
SANDER GERBER