Sec Form 4 Filing - Herguth Patrick @ MYnd Analytics, Inc. - 2018-12-12

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 Herguth Patrick 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 Executive Officer (Last) (First) (Middle) C/O MYND ANALYTICS, INC., 26522 LA ALAMEDA SUITE 290 3. Date of Earliest Transaction (MM/DD/YY) 12/12/2018 (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

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) $ 1.28 12/12/2018 A 400,000 ( 1 ) 12/12/2018 12/12/2028( 1 ) Common Stock 400,000 $ 0 400,000 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Herguth Patrick C/O MYND ANALYTICS, INC. 26522 LA ALAMEDA SUITE 290 MISSION VIEJO, CA92691 Chief Executive Officer Signatures /s/PATRICK HERGUTH 12/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 12, 2018, the Reporting Person was granted an option to purchase 400,000 shares of common stock. Options to purchase 200,000 of such shares were issued under the MYnd Analytics, Inc. Amended and Restated 2012 Omnibus Incentive Compensation Plan, pursuant to an Employment Agreement, dated as of December 12, 2018, by and between the Company and the Reporting Person. 50,000 of the 400,000 options vested on the grant date, with the remainder vesting upon the satisfaction of performance targets or time-based vesting schedules specified in the Employment Agreement.

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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