Sec Form 4/A Filing - Craft J. Douglas @ Vystar Corp - 2013-04-29

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Craft J. Douglas
2. Issuer Name and Ticker or Trading Symbol
Vystar Corp [ VYST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2484 BRIARCLIFF RD NE, #22,, SUITE 159
3. Date of Earliest Transaction (MM/DD/YY)
04/29/2013
(Street)
ATLANTA, GA30329
4. If Amendment, Date Original Filed (MM/DD/YY)
01/08/2014
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
Common Stock Warrants (Right to Buy) $ 0.27 04/29/2013 D( 1 ) 800,000 ( 2 ) 04/29/2021 Common Stock, par value $0.0001 800,000 $ 0 0 D
Common Stock Warrants (Right to Buy) $ 0.1 04/29/2013 A( 1 ) 800,000 ( 2 ) 04/29/2021 Common Stock, par value $0.0001 800,000 $ 0 800,000 D
Common Stock Warrants (Right to Buy) $ 0.1 04/29/2013 D( 3 ) 80,000 ( 2 ) 04/29/2021 Common Stock, par value $0.0001 80,000 $ 0 720,000 D
Common Stock Warrants (Right to Buy) $ 0.27 04/29/2013 D( 1 ) 200,000 ( 4 ) 09/14/2021 Common Stock, par value $0.0001 200,000 $ 0 0 D
Common Stock Warrants (Right to Buy) $ 0.1 04/29/2013 A( 1 ) 200,000 ( 4 ) 09/14/2021 Common Stock, par value $0.0001 200,000 $ 0 200,000 D
Common Stock Warrants (Right to Buy) $ 0.1 04/29/2013 D( 3 ) 20,000 ( 4 ) 09/14/2021 Common Stock, par value $0.0001 20,000 $ 0 180,000 D
Common Stock Warrants (Right to Buy) $ 0.35 04/29/2013 D( 1 ) 500,000 ( 5 ) 01/10/2023 Common Stock, par value $0.0001 500,000 $ 0 0 D
Common Stock Warrants (Right to Buy) $ 0.1 04/29/2013 A( 1 ) 500,000 ( 5 ) 01/10/2023 Common Stock, par value $0.0001 500,000 $ 0 500,000 D
Common Stock Warrants (Right to Buy) $ 0.1 04/29/2013 D( 3 ) 50,000 ( 5 ) 01/10/2023 Common Stock, par value $0.0001 50,000 $ 0 450,000 D
Director Stock Option (Right to Buy) $ 0.68 04/29/2013 D( 6 ) 400,000 ( 7 ) 09/29/2019 Common Stock, par value $0.0001 400,000 $ 0 0 D
Director Stock Option (Right to Buy) $ 0.1 04/29/2013 A( 6 ) 400,000 ( 7 ) 09/29/2019 Common Stock, par value $0.0001 400,000 $ 0 400,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Craft J. Douglas
2484 BRIARCLIFF RD NE, #22,
SUITE 159
ATLANTA, GA30329
X
Signatures
Gerald L. Baxter, Attorney-in-Fact 10/21/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported transaction involved an amendment of the exercise price of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the grant of a replacement warrant.
( 2 )160,000 of the shares issuable upon exercise of the warrant vested and became exercisable on the date of grant. The remaining shares issuable upon exercise of the warrant shall vest and become exercisable in increments of 80,000 shares for each l oan advance made by an affiliate of the Reporting Person to the Issuer in the principal amount of $100,000, pursuant to a Promissory Grid Note issued by the Issuer.
( 3 )The reported transaction involved a forfeiture of shares to be acquired upon exercise of a replacement warrant.
( 4 )40,000 of the shares issuable upon exercise of the warrant vested and became exercisable on the date of grant. The remaining shares issuable upon exercise of the warrant shall vest and become exercisable in increments of 20,000 shares for each loan advance made by an affiliate of the Reporting Person to the Issuer in the principal amount of $100,000, pursuant to a Promissory Grid Note issued by the Issuer.
( 5 )100,000 of the shares issuable upon exercise of the warrant vested and became exercisable on the date of grant. The remaining shares issuable upon exercise of the warrant shall vest and become exercisable in increments of 80,000 shares for each loan advance made to the Issuer in the principal amount of $100,000, pursuant to a Promissory Grid Note issued by the Issuer.
( 6 )The reported transaction involved an amendment of the exercise price of an outstanding stock option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option.
( 7 )The option is exercisable in equal installments of 20,000 shares at the end of each financial quarter (the "Vesting Date"), beginning on September 30, 2009 for a period of five (5) years, ending on June 30, 2014, provided that the continuous service of the Optionee as a member of the Company's Board of Directors continues through and on the applicable Vesting Date.

Remarks:
This amended Form 4 is being filed solely to report the repricing of a director stock option that was erroneously omitted from the initial Form 4.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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