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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant for Common Stock | $ 10 | 11/11/2015 | D(1) | 2,500 | 02/13/2012(1) | 02/13/2016 | Common Stock | 2,500 | $ 0 (1) | 0 | D | ||||
| Warrant for Common Stock | $ 7 | 11/11/2015 | A(1) | 2,500 | 02/13/2012(1) | 03/19/2019 | Common Stock | 2,500 | $ 0 (1) | 2,500 | D | ||||
| Warrant for Common Stock | $ 12.8 | 11/11/2015 | D(2) | 7,500 | 04/01/2015(2) | 03/03/2023 | Common Stock | 7,500 | $ 0 (2) | 0 | D | ||||
| Warrant for Common Stock | $ 7 | 11/11/2015 | A(2) | 7,500 | 04/01/2015(2) | 03/03/2023 | Common Stock | 7,500 | $ 0 (2) | 7,500 | D | ||||
| Warrant for Common Stock | $ 10 | 11/11/2015 | D(3) | 2,500 | (3)(4) | 03/19/2019 | Common Stock | 2,500 | $ 0 (3) | 0 | D | ||||
| Warrant for Common Stock | $ 7 | 11/11/2015 | A(3) | 2,500 | (3)(4) | 03/19/2019 | Common Stock | 2,500 | $ 0 (3) | 2,500 | D | ||||
| Warrant for Common Stock | $ 10 | 11/11/2015 | D(5) | 20,000 | 01/11/2015(5) | 01/11/2020 | Common Stock | 20,000 | $ 0 (5) | 0 | D | ||||
| Warrant for Common Stock | $ 7 | 11/11/2015 | A(5) | 20,000 | 01/11/2015(5) | 01/11/2020 | Common Stock | 20,000 | $ 0 (5) | 20,000 | D | ||||
| Warrant for Common Stock | $ 9.25 | 11/11/2015 | D(6) | 50,000 | 09/02/2015(6) | 09/02/2020 | Common Stock | 50,000 | $ 0 (6) | 0 | D | ||||
| Warrant for Common Stock | $ 7 | 11/11/2015 | A(6) | 50,000 | 09/02/2015(6) | 09/02/2020 | Common Stock | 50,000 | $ 0 (6) | 50,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Underdown Brian J. C/O VISTAGEN THERAPEUTICS, INC. 343 ALLERTON AVENUE SOUTH SAN FRANCISCO, CA 94080 |
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| /s/ Jerrold D. Dotson, Attorney-in-Fact | 11/13/2015 | |
| **Signature of Reporting Person | Date |
| * | 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) | The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the old warrant and the grant of a replacement warrant. The warrant was originally granted on February 13, 2012. |
| (2) | The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the old warrant and the grant of a replacement warrant. The warrant was originally granted on March 3, 2013. |
| (3) | The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the old warrant and the grant of a replacement warrant. The warrant was originally granted on March 19, 2014. |
| (4) | Subject to the Reporting Person's continuous service, and as incentive to continue service as an independent Director and build shareholder value, the Warrant will vest according to the following schedule: 50% of the total number of shares on April 1, 2014 (the "Vesting Start Date"); 25% of the total number of shares on the one year anniversary of the Vesting Start Date; and 25% of the total number of shares on the two year anniversary of the Vesting Start Date; provided, however, that the Warrant shall vest in full upon a change in control of the Company, or upon the consummation by the Company and a third-party of a license or sale transaction involving at least one (1) new drug rescue variant developed by the Company. |
| (5) | The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the old warrant and the grant of a replacement warrant. The warrant was originally granted on January 11, 2015. |
| (6) | The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the old warrant and the grant of a replacement warrant. The warrant was originally granted on September 2, 2015. |