Gin Jerry B Form 4 VistaGen Therapeutics / JERRY B GIN 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^*

GIN JERRY B

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2017

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
Common Stock	05/31/2017		P		50,000	A	(1)	50,000	I	By Jermax, LLC(2)
Common Stock	05/31/2017		P		50,000	A	(3)	100,000	I	By Spouse(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
Warrant(1)	$4	05/31/2017		P		25,000		12/01/2017	04/30/2021	Common Stock	25,000	$0	25,000	I	By Jermax, LLC(2)
Warrant(3)	$4	05/31/2017		P		25,000		12/01/2017	04/30/2021	Common Stock	25,000	$0	50,000	I	By Spouse(4)

Explanation of Responses:

1. Reporting Person purchased fifty thousand (50,000) Units, at a per-Unit cost of two dollars ($2.00), in the Issuer's private placement, each Unit consisting of one (1) share of unregistsered Common Stock and a warrant to purchase one-half (0.5) share of unregistered Common Stock at an exercise price of $4.00 per share.

2. Jermax, LLC is wholly owned and controlled by the Reporting Person.

3. Reporting Person's spouse purchased fifty thousand (50,000) Units, at a per-Unit cost of two dollars ($2.00), in the Issuer's private placement, each Unit consisting of one (1) share of unregistsered Common Stock and a warrant to purchase one-half (0.5) share of unregistered Common Stock at an exercise price of $4.00 per share.

4. Shares are held by Pegmax, LLC, which is wholly owned and controlled by the Reporting Person's spouse, Margaret P. Gin.

	/s/ Jerrold D. Dotson, Attorney-in-Fact	06/01/2017
	** 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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