Sec Form 4/A Filing - D'Ambrosio Donald Eric @ MYnd Analytics, Inc. - 2017-09-18

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 D'Ambrosio Donald Eric 2. Issuer Name and Ticker or Trading Symbol MYnd Analytics, Inc. [ MYND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O MYND ANALYTICS, INC., 26522 LA ALAMEDA, SUITE 290 3. Date of Earliest Transaction (MM/DD/YY) 09/18/2017 (Street) MISSION VIEJO, CA92691 4. If Amendment, Date Original Filed (MM/DD/YY) 04/26/2018 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 Employee Stock Option (right to purchase) $ 3.53 09/18/2017 A 18,000 ( 1 ) 09/18/2017 09/18/2027 Common Stock 18,000 $ 0 18,000 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Direc tor 10% Owner Officer Other D'Ambrosio Donald Eric C/O MYND ANALYTICS, INC. 26522 LA ALAMEDA, SUITE 290 MISSION VIEJO, CA92691 Chief Financial Officer Signatures /s/ Donald Eric D'Ambrosio 05/11/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 18,2017, the reporting person was granted an option to purchase 18,000 shares of common stock. The grant of these options was contingent upon shareholder approval of an amendment to MYnd Analytics, Inc. Amended and Restated 2012 Omnibus Incentive Compensation Plan (the "Plan") at the Company's 2018 Annual Meeting of Shareholders, increasing the total number of shares available for grant and an increase to the evergreen provision of the Plan. Such shareholder approval was obtained at the Company's 2018 Annual Meeting of Shareholders on April 4, 2018.The option vests in four equal installments based on the reporting person's satisfaction of certain performance criteria. The performance criteria for three of the four installments have been met, resulting in the vesting of an option to purchase 13,500 shares of common stock, as of the date of this filing.

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).

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