Sec Form 4 Filing - PAPPAJOHN JOHN @ MYnd Analytics, Inc. - 2016-09-21

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
PAPPAJOHN JOHN
2. Issuer Name and Ticker or Trading Symbol
MYnd Analytics, Inc. [ CNSO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MYND ANALYTICS, INC., 26522 LA ALAMEDA, SUITE 290
3. Date of Earliest Transaction (MM/DD/YY)
09/21/2016
(Street)
MISSION VIEJO, CA92691
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 09/21/2016 M 290,498 A $ 5 353,357 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
5% Secured Convertible Note due December 2017 ( 1 ) $ 5 09/21/2016 M 09/01/2016( 2 )( 3 ) 12/31/2017 Common Stock 290,498 ( 2 ) ( 3 ) ( 2 ) ( 3 ) $ 0 D
Common Stock Warrant ( 1 ) $ 10 09/21/2016 D( 4 ) ( 5 ) 12/31/2020 Common Stock 140,000 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PAPPAJOHN JOHN
C/O MYND ANALYTICS, INC.
26522 LA ALAMEDA, SUITE 290
MISSION VIEJO, CA92691
X X
Signatures
/s/ John Pappajohn 09/23/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All information provided herein has been adjusted where necessary to give effect to the 1-for-200 reverse stock split effected on September 21, 2016.
( 2 )Seven notes in the aggregate principal amount of $1,400,000 were purchased by the Reporting Person between September 22, 2014 and August 9, 2016 pursuant to a Note and Warrant Purchase Agreement, dated as of September 22, 2014, as amended (the "Note and Warrant Purchase Agreement"), between the Issuer and the investors party thereto. These notes were convertible by the Reporting Person starting December 16, 2017 through December 31, 2017.
( 3 )On September 19, 2016, the Issuer entered into a Second Omnibus Amendment (the "Amendment") between the Issuer and the investors party thereto, to the Note and Warrant Purchase Agreement, which granted the Issuer the option, exercisable at any time after September 1, 2016, to mandatorily convert all notes issued pursuant to the Note and Warrant Purchase Agreement into shares of the Issuer's common stock at $5.00 per share (subject to certain adjustments) (the "Mandatory Conversion"). On September 19, 2016, the Issuer exercised its Mandatory Conversion option under the Amendment, and on September 21, 2016 caused the conversion of $1,400,000 in aggregate principal amount of the Reporting Person's notes, with accrued interest thereon of $52,486.98, at a conversion price of $5.00 per share of common stock.
( 4 )The Amendment provided that upon the conversion of the notes issued pursuant to the Note and Warrant Purchase Agreement, which was caused by the Issuer on September 21, 2016, all warrants issued pursuant to the Note and Warrant Purchase Agreement would be cancelled.
( 5 )The Common Stock Warrants were exercisable as of their respective dates of issuance.

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