Sec Form 4 Filing - Parker Sandra G @ Vystar Corp - 2011-03-14

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 Parker Sandra G 2. Issuer Name and Ticker or Trading Symbol Vystar Corp [ VYST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP Bus Develop/Marketing (Last) (First) (Middle) VYSTAR CORPORATION, 3235 SATELLITE BLVD., BUILDING 400, SUITE 290 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2011 (Street) DULUTH, GA30096 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

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 Option to Purchase Common Stock $ 1 03/14/2011 D( 1 ) 200,000 ( 2 ) 04/01/2018 Common Stock, par value $0.0001 200,000 ( 1 ) 0 D Option to Purchase Common Stock $ 0.68 03/14/2011 A( 1 ) 200,000 ( 2 ) 04/01/2018 Common Stock, par value $0.0001 200,000 ( 1 ) 200,000 D Option to Purchase Common Stock $ 2 03/14/2011 D( 1 ) 75,000 ( 3 ) 04/12/2020 Common Stock, par value $0.0001 75,000 ( 1 ) 0 D Option to Purchase Common Stock $ 0.68 03/14/2011 A( 1 ) 75,000 ( 3 ) 04/12/2020 Common Stock, par value $0.0001 75,000 ( 1 ) 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Parker Sandra G VYSTAR CORPORATION, 3235 SATELLITE BLVD. BUILDING 400, SUITE 290 DULUTH, GA30096 EVP Bus Develop/Marketing Signatures Gerald L. Baxter, Attorney-in-Fact 03/16/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transactions involved an amendment of the exercise price of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. ( 2 )100,000 of the options were immediately exercisable on the grant date, 50,000 of the options vested on April 1, 2010, and the remaining 50,000 options vest on April 2011. ( 3 )25,000 options vest on each January 1, 2011, January 1, 2012, and January 1, 2013 if specified EBITDA goals are met for the fourth quarter of 2010, fiscal year 2011, and/or fiscal year 2012, respectively.

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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