Mcpartland Mark A. Form 4 VistaGen Therapeutics / MARK A. MCPARTLAND ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

MCPARTLAND MARK A.

(Last) (First) (Middle)

C/O VISTAGEN THERAPEUTICS, INC.

343 ALLERTON AVENUE

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP CORPORATE DEVELOPMENT

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2018

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$4.27	08/29/2018		D			125,000(1)	(2)	09/29/2026	Common Stock	125,000	$0	0	D
Stock Option (Right to Buy)	$1.5	08/29/2018		A		125,000		(2)	09/29/2026	Common Stock	125,000	$0	125,000	D
Stock Option (Right to Buy)	$3.8	08/29/2018		D			40,000(3)	(4)	11/09/2026	Common Stock	40,000	$0	0	D
Stock Option (Right to Buy)	$1.5	08/29/2018		A		40,000		(4)	11/09/2026	Common Stock	40,000	$0	40,000	D
Stock Option (Right to Buy)	$1.96	08/29/2018		D			100,000(5)	(6)	04/26/2027	Common Stock	100,000	$0	0	D
Stock Option (Right to Buy)	$1.5	08/29/2018		A		100,000		(6)	04/26/2027	Common Stock	100,000	$0	250,000	D

Explanation of Responses:

1. The reporting person agreed to cancellation of an option granted to him on 9/29/2016 in exchange for a new option having a lower exercise price.

2. The option vests monthly over a period of four years commencing 9/29/2016.

3. The reporting person agreed to cancellation of an option granted to him on 11/9/2016 in exchange for a new option having a lower exercise price.

4. The option vests monthly over a period of three years commencing 11/9/2016.

5. The reporting person agreed to cancellation of an option granted to him on 4/26/2017 in exchange for a new option having a lower exercise price.

6. The option vests monthly over a period of three years commencing 4/26/2017.

	/s/ Jerrold D. Dotson, Attorney-in-Fact	08/31/2018
	** 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 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).
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