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

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

OMB APPROVAL
OMB Number:3235-0287
Expires:02/28/2011
Estimated average burden
hours per response0.5

1. Name and Address of Reporting Person *
Singh Shawn
 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
__X__ 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)
08/29/2018
(Street)

SOUTH SAN FRANCISCO, CA 94080
(City)
(State)
(Zip)
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

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 of Derivative Security: 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)

 $1008/29/2018 D  3,000 (1) 03/24/201303/24/2019

Common Stock

3,000 $ 0 0 D

 

Stock Option (Right to Buy)

 $1.508/29/2018 A 3,000 08/29/201803/24/2019

Common Stock

3,000 $ 0 3,000D

 

Stock Option (Right to Buy)

 $1008/29/2018 D  1,125 (2) 12/17/200906/17/2019

Common Stock

1,125 $ 0 0 D

 

Stock Option (Right to Buy)

 $1.508/29/2018 A 1,125 08/29/201806/17/2019

Common Stock

1,125 $ 0 1,125D

 

Stock Option (Right to Buy)

 $1008/29/2018 D  50,000 (3) 11/01/201111/04/2019

Common Stock

50,000 $ 0 0 D

 

Stock Option (Right to Buy)

 $1.508/29/2018 A 50,000 08/29/201811/04/2019

Common Stock

50,000 $ 0 50,000D

 

Stock Option (Right to Buy)

 $1008/29/2018 D  21,250 (4) 12/31/201112/30/2019

Common Stock

21,250 $ 0 0 D

 

Stock Option (Right to Buy)

 $1.508/29/2018 A 21,250 08/29/201812/30/2019

Common Stock

21,250 $ 0 21,250D

 

Stock Option (Right to Buy)

 $1008/29/2018 D  5,000 (5) 04/25/201504/26/2021

Common Stock

5,000 $ 0 0 D

 

Stock Option (Right to Buy)

 $1.508/29/2018 A 5,000 08/29/201804/26/2021

Common Stock

5,000 $ 0 5,000D

 

Stock Option (Right to Buy)

 $3.4908/29/2018 D  200,000 (6)   (7) 06/19/2026

Common Stock

200,000 $ 0 0 D

 

Stock Option (Right to Buy)

 $1.508/29/2018 A 200,000   (7) 06/19/2026

Common Stock

200,000 $ 0 200,000D

 

Stock Option (Right to Buy)

 $3.808/29/2018 D  100,000 (8)   (9) 11/09/2026

Common Stock

100,000 $ 0 0 D

 

Stock Option (Right to Buy)

 $1.508/29/2018 A 100,000   (9) 11/09/2026

Common Stock

100,000 $ 0 100,000D

 

Stock Option (Right to Buy)

 $1.9608/29/2018 D  175,000 (10)   (11) 04/26/2027

Common Stock

175,000 $ 0 0 D

 

Stock Option (Right to Buy)

 $1.508/29/2018 A 175,000   (11) 04/26/2027

Common Stock

175,000 $ 0 175,000D

 


Explanation of Responses:
1.

The reporting person agreed to cancellation of an option granted to him on 3/24/2009 in exchange for a new option having a lower exercise price.

2.

The reporting person agreed to cancellation of an option granted to him on 6/17/2009 in exchange for a new option having a lower exercise price.

3.

The reporting person agreed to cancellation of an option granted to him on 11/4/2009 in exchange for a new option having a lower exercise price.

4.

The reporting person agreed to cancellation of an option granted to him on 12/30/2009 in exchange for a new option having a lower exercise price.

5.

The reporting person agreed to cancellation of an option granted to him on 4/26/2011 in exchange for a new option having a lower exercise price.

6.

The reporting person agreed to cancellation of an option granted to him on 6/19/2016 in exchange for a new option having a lower exercise price.

7.

The option vests monthly over a period of four years commencing 6/19/2016.

8.

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.

9.

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

10.

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.

11.

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



Signatures

/s/ Jerrold D. Dotson, Attorney-in-Fact

08/31/2018
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.