VHCP Management III Form 4 VistaGen Therapeutics / Nimish P Shah 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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X

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^*

Venrock Healthcare Capital Partners II, L.P.

(Last) (First) (Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2022

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

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 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
Common Stock	07/12/2022		S		60,000(1)	D	$0.89(2)	20,637,286(3)	I	By Funds(4)

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

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners II, L.P.

(Last) (First) (Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Co-Investment Holdings II, LLC

(Last) (First) (Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Management II, LLC

(Last) (First) (Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners III, L.P.

(Last) (First) (Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Co-Investment Holdings III, LLC

(Last) (First) (Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Management III, LLC

(Last) (First) (Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners EG, L.P.

(Last) (First) (Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Management EG, LLC

(Last) (First) (Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Koh Bong Y

(Last) (First) (Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shah Nimish P

(Last) (First) (Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

Explanation of Responses:

1. Consists of 14,348 shares sold by Venrock Healthcare Capital Partners II, L.P. ("VHCP II"), 5,814 shares sold by VHCP Co-Investment Holdings II, LLC ("VHCP II Co"), 4,688 shares sold by Venrock Healthcare Capital Partners III, L.P. ("VHCP III"), 469 shares sold by VHCP Co-Investment Holdings III, LLC ("VHCP III Co") and 34,681 shares sold by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.86 to $0.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. Consists of 4,935,020 shares held by VHCP II, 1,999,971 shares held by VHCP II Co, 1,612,582 shares held by VHCP III, 161,351 shares held by VHCP III Co and 11,928,362 shares held by VHCP EG.

4. VHCP Management II, LLC ("VHCPM II") is the sole general partner of VHCP II and the sole manager of VHCP II Co. VHCP Management III, LLC ("VHCPM III") is the sole general partner of VHCP III and the sole manager of VHCP III Co. VHCP Management EG, LLC ("VHCPM EG") is the sole general partner of VHCP EG. Dr. Bong Koh and Nimish Shah are the voting members of VHCPM II, VHCPM III and VHCPM EG. Dr. Koh, Mr. Shah, VHCPM II, VHCPM III and VHCPM EG disclaim beneficial ownership over all shares held by VHCP II, VHCP II Co, VHCP III, VHCP III Co and VHCP EG, except to the extent of their respective indirect pecuniary interests therein.

Remarks:

	/s/ David L. Stepp, Authorized Signatory	07/14/2022
	David L. Stepp, Authorized Signatory	07/14/2022
	David L. Stepp, Authorized Signatory	07/14/2022
	David L. Stepp, Authorized Signatory	07/14/2022
	David L. Stepp, Authorized Signatory	07/14/2022
	David L. Stepp, Authorized Signatory	07/14/2022
	David L. Stepp, Authorized Signatory	07/14/2022
	David L. Stepp, Authorized Signatory	07/14/2022
	David L. Stepp, Attorney-in-fact	07/14/2022
	David L. Stepp, Attorney-in-fact	07/14/2022
	** Signature of Reporting Person	Date
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