Edgar Filing: VistaGen Therapeutics, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Singh Shawn

2. Issuer Name and Ticker or Trading Symbol
VistaGen Therapeutics, Inc. [VSTA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)
CHIEF EXECUTIVE OFFICER

(Last)

(First)

(Middle)

C/O VISTAGEN THERAPEUTICS, INC., 343 ALLERTON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2013

(Street)

SOUTH SAN FRANCISCO, CA 94080

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/20/2013		A		100,000	A	⁽¹⁾	100,000	I	By Trust
Common Stock								312,174	I	By Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 1.13

12/20/2013

60,000

03/24/2013

03/24/2019

Common Stock

60,000

⁽²⁾

Stock Option (Right to Buy)

$ 0.5

12/20/2013

60,000

03/24/2013

03/24/2019

Common Stock

60,000

⁽²⁾

60,000

Stock Option (Right to Buy)

$ 1.13

12/20/2013

22,500

12/17/2009

06/17/2019

Common Stock

22,500

⁽²⁾

Stock Option (Right to Buy)

$ 0.5

12/20/2013

22,500

12/17/2009

06/17/2019

Common Stock

22,500

⁽²⁾

22,500

Stock Option (Right to Buy)

$ 1.5

12/20/2013

1,000,000

11/04/2011

11/04/2019

Common Stock

1,000,000

⁽²⁾

Stock Option (Right to Buy)

$ 0.5

12/20/2013

1,000,000

11/04/2011

11/04/2019

Common Stock

1,000,000

⁽²⁾

1,000,000

Stock Option (Right to Buy)

$ 1.5

12/20/2013

425,000

12/30/2011

12/30/2019

Common Stock

425,000

⁽²⁾

Stock Option (Right to Buy)

$ 0.5

12/20/2013

425,000

12/30/2011

12/30/2019

Common Stock

425,000

⁽²⁾

425,000

Stock Option (Right to Buy)

$ 1.75

12/20/2013

100,000

⁽³⁾

04/26/2021

Common Stock

100,000

⁽²⁾

Stock Option (Right to Buy)

$ 0.5

12/20/2013

100,000

⁽³⁾

04/26/2021

Common Stock

100,000

⁽²⁾

100,000

Stock Option (Right to Buy)

$ 2.1

12/20/2013

40,000 ⁽⁴⁾

01/17/2012

01/17/2018

Common Stock

40,000

⁽²⁾

Stock Option (Right to Buy)

$ 0.5

12/20/2013

40,000 ⁽⁴⁾

01/17/2012

01/17/2018

Common Stock

40,000

⁽²⁾

40,000

Warrant

$ 1.75

12/20/2013

35,714

08/25/2008

12/31/2013

Common Stock

35,714

⁽⁵⁾

By Trust ⁽⁶⁾

Warrant

$ 0.5

12/20/2013

35,714

08/25/2008

12/31/2016

Common Stock

35,714

⁽⁵⁾

35,714

By Trust ⁽⁶⁾

Warrant

$ 1.5

12/20/2013

50,000

12/06/2012

12/06/2017

Common Stock

50,000

⁽⁷⁾

By Trust ⁽⁶⁾

Warrant

$ 0.5

12/20/2013

50,000

12/06/2012

12/06/2017

Common Stock

50,000

⁽⁷⁾

50,000

By Trust ⁽⁶⁾

Warrant

$ 1.75

12/20/2013

80,338

08/25/2008

12/31/2013

Common Stock

80,338

⁽⁵⁾

By Trust ⁽⁶⁾

Warrant

$ 0.5

12/20/2013

80,338

08/25/2008

12/31/2016

Common Stock

80,338

⁽⁵⁾

80,338

By Trust ⁽⁶⁾

Warrant

$ 1

12/20/2013

100,000

12/20/2013

07/30/2016

Common Stock

100,000

⁽¹⁾

100,000

By Trust ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Singh Shawn C/O VISTAGEN THERAPEUTICS, INC. 343 ALLERTON AVENUE SOUTH SAN FRANCISCO, CA 94080			CHIEF EXECUTIVE OFFICER

Signatures

/s/ Jerrold D. Dotson, Attorney-in-Fact		12/24/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Securities were issued to Reporting Person as additional consideration for the purchase of a promissory note in the principal amount of $50,000.
(2)	The Reporting Person agreed to cancellation of an option granted to him on May 11, 2011 in exchange for a new option having a lower exercise price.
(3)	Options vest monthly over a period of four years commencing April 25, 2011, with a twelve-month cliff of 25% of the shares.
(4)	Two identical grants for 20,000 shares each have been combined into one line item.
(5)	The Reporting Person agreed to cancellation of a warrant issued 8/25/2008 in exchange for a new warrant having a lower exercise price and extension of the term.
(6)	Held by The 1997 Singh Family Trust U/R/D 5/29/97.
(7)	The Reporting Person agreed to cancellation of a warrant issued 12/06/2012 in exchange for a new warrant having a lower exercise price.

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