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*
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.