Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Underdown Brian J.
  2. Issuer Name and Ticker or Trading Symbol
VistaGen Therapeutics, Inc. [VSTA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O VISTAGEN THERAPEUTICS, INC., 343 ALLERTON AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2015
(Street)

SOUTH SAN FRANCISCO, CA 94080
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Warrant for Common Stock $ 10 11/11/2015   D(1)     2,500 02/13/2012(1) 02/13/2016 Common Stock 2,500 $ 0 (1) 0 D  
Warrant for Common Stock $ 7 11/11/2015   A(1)   2,500   02/13/2012(1) 03/19/2019 Common Stock 2,500 $ 0 (1) 2,500 D  
Warrant for Common Stock $ 12.8 11/11/2015   D(2)     7,500 04/01/2015(2) 03/03/2023 Common Stock 7,500 $ 0 (2) 0 D  
Warrant for Common Stock $ 7 11/11/2015   A(2)   7,500   04/01/2015(2) 03/03/2023 Common Stock 7,500 $ 0 (2) 7,500 D  
Warrant for Common Stock $ 10 11/11/2015   D(3)     2,500   (3)(4) 03/19/2019 Common Stock 2,500 $ 0 (3) 0 D  
Warrant for Common Stock $ 7 11/11/2015   A(3)   2,500     (3)(4) 03/19/2019 Common Stock 2,500 $ 0 (3) 2,500 D  
Warrant for Common Stock $ 10 11/11/2015   D(5)     20,000 01/11/2015(5) 01/11/2020 Common Stock 20,000 $ 0 (5) 0 D  
Warrant for Common Stock $ 7 11/11/2015   A(5)   20,000   01/11/2015(5) 01/11/2020 Common Stock 20,000 $ 0 (5) 20,000 D  
Warrant for Common Stock $ 9.25 11/11/2015   D(6)     50,000 09/02/2015(6) 09/02/2020 Common Stock 50,000 $ 0 (6) 0 D  
Warrant for Common Stock $ 7 11/11/2015   A(6)   50,000   09/02/2015(6) 09/02/2020 Common Stock 50,000 $ 0 (6) 50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Underdown Brian J.
C/O VISTAGEN THERAPEUTICS, INC.
343 ALLERTON AVENUE
SOUTH SAN FRANCISCO, CA 94080
       

Signatures

 /s/ Jerrold D. Dotson, Attorney-in-Fact   11/13/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the old warrant and the grant of a replacement warrant. The warrant was originally granted on February 13, 2012.
(2) The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the old warrant and the grant of a replacement warrant. The warrant was originally granted on March 3, 2013.
(3) The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the old warrant and the grant of a replacement warrant. The warrant was originally granted on March 19, 2014.
(4) Subject to the Reporting Person's continuous service, and as incentive to continue service as an independent Director and build shareholder value, the Warrant will vest according to the following schedule: 50% of the total number of shares on April 1, 2014 (the "Vesting Start Date"); 25% of the total number of shares on the one year anniversary of the Vesting Start Date; and 25% of the total number of shares on the two year anniversary of the Vesting Start Date; provided, however, that the Warrant shall vest in full upon a change in control of the Company, or upon the consummation by the Company and a third-party of a license or sale transaction involving at least one (1) new drug rescue variant developed by the Company.
(5) The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the old warrant and the grant of a replacement warrant. The warrant was originally granted on January 11, 2015.
(6) The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the old warrant and the grant of a replacement warrant. The warrant was originally granted on September 2, 2015.

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