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SEC FORM 4 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 		 
OMB APPROVAL
OMB Number: 3235-0287
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hours per response: 0.5
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*
Singh Shawn
(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. [ VSTA ] 		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
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2013
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 12/20/2013 A 100,000 A (1) 100,000 I By Trust
Common Stock 312,174 I By Trust
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) $1.13 12/20/2013 D 60,000 03/24/2013 03/24/2019 Common Stock 60,000 (2) 0 D
Stock Option (Right to Buy) $0.5 12/20/2013 A 60,000 03/24/2013 03/24/2019 Common Stock 60,000 (2) 60,000 D
Stock Option (Right to Buy) $1.13 12/20/2013 D 22,500 12/17/2009 06/17/2019 Common Stock 22,500 (2) 0 D
Stock Option (Right to Buy) $0.5 12/20/2013 A 22,500 12/17/2009 06/17/2019 Common Stock 22,500 (2) 22,500 D
Stock Option (Right to Buy) $1.5 12/20/2013 D 1,000,000 11/04/2011 11/04/2019 Common Stock 1,000,000 (2) 0 D
Stock Option (Right to Buy) $0.5 12/20/2013 A 1,000,000 11/04/2011 11/04/2019 Common Stock 1,000,000 (2) 1,000,000 D
Stock Option (Right to Buy) $1.5 12/20/2013 D 425,000 12/30/2011 12/30/2019 Common Stock 425,000 (2) 0 D
Stock Option (Right to Buy) $0.5 12/20/2013 A 425,000 12/30/2011 12/30/2019 Common Stock 425,000 (2) 425,000 D
Stock Option (Right to Buy) $1.75 12/20/2013 D 100,000 (3) 04/26/2021 Common Stock 100,000 (2) 0 D
Stock Option (Right to Buy) $0.5 12/20/2013 A 100,000 (3) 04/26/2021 Common Stock 100,000 (2) 100,000 D
Stock Option (Right to Buy) $2.1 12/20/2013 D 40,000(4) 01/17/2012 01/17/2018 Common Stock 40,000 (2) 0 D
Stock Option (Right to Buy) $0.5 12/20/2013 A 40,000(4) 01/17/2012 01/17/2018 Common Stock 40,000 (2) 40,000 D
Warrant $1.75 12/20/2013 D 35,714 08/25/2008 12/31/2013 Common Stock 35,714 (5) 0 I By Trust(6)
Warrant $0.5 12/20/2013 A 35,714 08/25/2008 12/31/2016 Common Stock 35,714 (5) 35,714 I By Trust(6)
Warrant $1.5 12/20/2013 D 50,000 12/06/2012 12/06/2017 Common Stock 50,000 (7) 0 I By Trust(6)
Warrant $0.5 12/20/2013 A 50,000 12/06/2012 12/06/2017 Common Stock 50,000 (7) 50,000 I By Trust(6)
Warrant $1.75 12/20/2013 D 80,338 08/25/2008 12/31/2013 Common Stock 80,338 (5) 0 I By Trust(6)
Warrant $0.5 12/20/2013 A 80,338 08/25/2008 12/31/2016 Common Stock 80,338 (5) 80,338 I By Trust(6)
Warrant $1 12/20/2013 A 100,000 12/20/2013 07/30/2016 Common Stock 100,000 (1) 100,000 I By Trust(6)
Explanation of Responses:
1. Securities were issued to Reporting Person as additional consideration for the purchase of a promissory note in the principal amount of $50,000.
2. The Reporting Person agreed to cancellation of an option granted to him on May 11, 2011 in exchange for a new option having a lower exercise price.
3. Options vest monthly over a period of four years commencing April 25, 2011, with a twelve-month cliff of 25% of the shares.
4. Two identical grants for 20,000 shares each have been combined into one line item.
5. The Reporting Person agreed to cancellation of a warrant issued 8/25/2008 in exchange for a new warrant having a lower exercise price and extension of the term.
6. Held by The 1997 Singh Family Trust U/R/D 5/29/97.
7. The Reporting Person agreed to cancellation of a warrant issued 12/06/2012 in exchange for a new warrant having a lower exercise price.
/s/ Jerrold D. Dotson, Attorney-in-Fact 12/24/2013
** 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).
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.