Sec Form 4 Filing - Singh Shawn @ VistaGen Therapeutics, Inc. - 2019-05-23

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 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) 05/23/2019 (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

( 2 ) 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) $ 1 05/23/2019 A 80,000 ( 1 ) 05/23/2029 Common Stock 80,000 $ 0 80,000 D Stock Option (Right to Buy) $ 1 05/28/2019 A 170,000 05/28/2029 Common Stock 170,000 $ 0 170,000 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 05/28/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Option granted under the Issuer's Amended and Restated 2016 Stock Incentive Plan, as amended. 50,000 of the shares subject to the Option will vest on the Vesting Start Date of May 23, 2019, and 1/36th of the remaining shares subject to the Option will vest on each monthly anniversary of the Vesting Start Date thereafter. ( 2 )Option granted under the Issuer's 2019 Omnibus Equity Incentive Plan (the "2019 Plan"), which was approved by the Issuer's Board of Directors on May 27, 2019, subject to the approval of the 2019 Plan by the Issuer's stockholders. The Option will not begin vesting until the 2019 Plan is approved by the Issuer's stockholders, at which time 25% of the Option will vest and the remainder will vest ratably in monthly installments over the following 36 months. In no event will the Option be exercisable prior to approval of the 2019 Plan by the Issuer's stockholders.

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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