Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
The following is an SEC EDGAR document rendered as filed.
Here is the list of insider trading transaction codes

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person *
Singh Shawn
2. Issuer Name and Ticker or Trading Symbol
VistaGen Therapeutics, Inc. [ VTGN]
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
(Last)
(First)
(Middle)
C/O VISTAGEN THERAPEUTICS, INC., 343 ALLERTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/29/2018
(Street)
SOUTH SAN FRANCISCO, CA94080
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
Stock Option (Right to Buy) $ 10 08/29/2018 D 3,000 ( 1 ) 03/24/2013 03/24/2019 Common Stock 3,000 $ 0 0 D
Stock Option (Right to Buy) $ 1.5 08/29/2018 A 3,000 08/29/2018 03/24/2019 Common Stock 3,000 $ 0 3,000 D
Stock Option (Right to Buy) $ 10 08/29/2018 D 1,125 ( 2 ) 12/17/2009 06/17/2019 Common Stock 1,125 $ 0 0 D
Stock Option (Right to Buy) $ 1.5 08/29/2018 A 1,125 08/29/2018 06/17/2019 Common Stock 1,125 $ 0 1,125 D
Stock Option (Right to Buy) $ 10 08/29/2018 D 50,000 ( 3 ) 11/01/2011 11/04/2019 Common Stock 50,000 $ 0 0 D
Stock Option (Right to Buy) $ 1.5 08/29/2018 A 50,000 08/29/2018 11/04/2019 Common Stock 50,000 $ 0 50,000 D
Stock Option (Right to Buy) $ 10 08/29/2018 D 21,250 ( 4 ) 12/31/2011 12/30/2019 Common Stock 21,250 $ 0 0 D
Stock Option (Right to Buy) $ 1.5 08/29/2018 A 21,250 08/29/2018 12/30/2019 Common Stock 21,250 $ 0 21,250 D
Stock Option (Right to Buy) $ 10 08/29/2018 D 5,000 ( 5 ) 04/25/2015 04/26/2021 Common Stock 5,000 $ 0 0 D
Stock Option (Right to Buy) $ 1.5 08/29/2018 A 5,000 08/29/2018 04/26/2021 Common Stock 5,000 $ 0 5,000 D
Stock Option (Right to Buy) $ 3.49 08/29/2018 D 200,000 ( 6 ) ( 7 ) 06/19/2026 Common Stock 200,000 $ 0 0 D
Stock Option (Right to Buy) $ 1.5 08/29/2018 A 200,000 ( 7 ) 06/19/2026 Common Stock 200,000 $ 0 200,000 D
Stock Option (Right to Buy) $ 3.8 08/29/2018 D 100,000 ( 8 ) ( 9 ) 11/09/2026 Common Stock 100,000 $ 0 0 D
Stock Option (Right to Buy) $ 1.5 08/29/2018 A 100,000 ( 9 ) 11/09/2026 Common Stock 100,000 $ 0 100,000 D
Stock Option (Right to Buy) $ 1.96 08/29/2018 D 175,000 ( 10 ) ( 11 ) 04/26/2027 Common Stock 175,000 $ 0 0 D
Stock Option (Right to Buy) $ 1.5 08/29/2018 A 175,000 ( 11 ) 04/26/2027 Common Stock 175,000 $ 0 175,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Singh Shawn
C/O VISTAGEN THERAPEUTICS, INC.
343 ALLERTON AVENUE
SOUTH SAN FRANCISCO, CA94080
X CHIEF EXECUTIVE OFFICER
Signatures
/s/ Jerrold D. Dotson, Attorney-in-Fact 08/31/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person agreed to cancellation of an option granted to him on 3/24/2009 in exchange for a new option having a lower exercise price.
( 2 )The reporting person agreed to cancellation of an option granted to him on 6/17/2009 in exchange for a new option having a lower exercise price.
( 3 )The reporting person agreed to cancellation of an option granted to him on 11/4/2009 in exchange for a new option having a lower exercise price.
( 4 )The reporting person agreed to cancellation of an option granted to him on 12/30/2009 in exchange for a new option having a lower exercise price.
( 5 )The reporting person agreed to cancellation of an option granted to him on 4/26/2011 in exchange for a new option having a lower exercise price.
( 6 )The reporting person agreed to cancellation of an option granted to him on 6/19/2016 in exchange for a new option having a lower exercise price.
( 7 )The option vests monthly over a period of four years commencing 6/19/2016.
( 8 )The reporting person agreed to cancellation of an option granted to him on 11/9/2016 in exchange for a new option having a lower exercise price.
( 9 )The option vests monthly over a period of three years commencing 11/9/2016.
( 10 )The reporting person agreed to cancellation of an option granted to him on 4/26/2017 in exchange for a new option having a lower exercise price.
( 11 )The option vests monthly over a period of three years commencing 4/26/2017.

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.