- Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person * YELLOWJACKET, LP	2. Date of Event Requiring Statement (MM/DD/YYYY) 5/3/2010	3. Issuer Name and Ticker or Trading Symbol S&W Seed Co [SANW]
(Last)        (First)        (Middle) 430 CAMBRIDGE AVENUE, SUITE 100	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                            ___ X ___ 10% Owner _____ Officer (give title below)          _____ Other (specify below)
(Street) PALO ALTO, CA 94306        (City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2566000	D   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

( 1)

These shares are owned directly by Yellowjacket, LP. Glenbrook Capital Management ("GCM") is the general partner of Yellowjacket, LP and in that capacity is deemed to be the beneficial owner of the limited partnership's portfolio securities. Robert W. Lishman, Jr. is the President and sole director of GCM and in that capacity is deemed to be the beneficial owner of the portfolio securities of GCM. Both GCM and Mr. Lishman disclaim beneficial ownership of the securities owned directly by Yellowjacket, LP except to the extent of their respective pecuniary interests therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks: This report is filed jointly by Yellowjacket, LP, Glenbrook Capital Management ("GCM") and Robert W. Lishman, Jr. ("Lishman"). Yellowjacket is a 10% owner. GCM is the general partner of Yellowjacket, LP and is deemed to be the beneficial owner of Yellowjacket's portfolio securities. Lishman is the sole executive officer and director of GCM and is therefore deemed to be the beneficial owner of GCM's portfolio securities.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
YELLOWJACKET, LP 430 CAMBRIDGE AVENUE, SUITE 100 PALO ALTO, CA 94306		X
GLENBROOK CAPITAL MANAGEMENT 430 CAMBRIDGE AVENUE, SUITE 100 PALO ALTO, CA 94306		X
LISHMAN ROBERT W 430 CAMBRIDGE AVENUE, SUITE 100 PALO ALTO, CA 94306		X

Signatures
/s/ Robert W. Lishman, Jr., President of Glenbrook Capital Management, General Partner		5/3/2010
** Signature of Reporting Person		Date
/s/ Robert W. Lishman, Jr., President		5/3/2010
** Signature of Reporting Person		Date
/s/ Robert W. Lishman, Jr		5/3/2010
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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