Sec Form 4 Filing - Smith Robin L @ MYnd Analytics, Inc. - 2016-11-07

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 Smith Robin L 2. Issuer Name and Ticker or Trading Symbol MYnd Analytics, Inc. [ MYND] 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) C/O MYND ANALYTICS, INC., 26522 LA ALAMEDA, SUITE 290 3. Date of Earliest Transaction (MM/DD/YY) 11/07/2016 (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 07/14/2017 A 25,000 ( 1 ) A $ 0 115,526 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 Employee Stock Option (right to buy) $ 6 11/07/2016 A 8,000 11/07/2016 09/22/2026 Common Stock 8,000 $ 0 24,000 ( 2 ) D Employee Stock Option (right to buy) $ 6 07/14/2017 A 8,000 07/14/2017 09/22/2026 Common Stock 8,000 $ 0 32,000 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Robin L C/O MYND ANALYTICS, INC. 26522 LA ALAMEDA, SUITE 290 MISSION VIEJO, CA92691 X Signatures /s/ Robin L. Smith 07/18/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The registrant agreed to pay the associated taxes, federal and state, for this award. ( 2 )On September 22, 2016, the reporting person was granted an option to purchase 40,000 shares of common stock. The option vests in five equal installments based on the reporting person's satisfaction of certain performance criteria. As previously reported, the performance criteria for the first and second installments were met, resulting in the vesting of the option as to 16,000 shares. On November 7, 2016 and July 14, 2017, the performance criteria for the third and fourth installments, respectively, were met, resulting in the vesting of the option as to 8,000 shares on each of the aforementioned dates.

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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