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 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 *
GIN JERRY B
  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
_____ 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)
09/15/2017
(Street)

SOUTH SAN FRANCISCO, CA 94080
4. If Amendment, Date Original Filed(Month/Day/Year)
09/20/2017
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
Stock Option (Right to Buy) $ 1.56 09/19/2017   A   50,000     (1) 09/19/2027 Common Stock 50,000 $ 0 50,000 D  
Warrant $ 4 09/15/2017   D     25,000 12/01/2017 04/30/2021 Common Stock 25,000 $ 0 (2) 0 I By Jermax, LLC
Warrant $ 4 09/15/2017   D     25,000 12/01/2017 04/30/2021 Common Stock 25,000 $ 0 (2) 0 I By Spouse
Warrant $ 2 09/15/2017   A   25,000   12/01/2017 04/30/2021 Common Stock 25,000 $ 0 (2) 25,000 I By Jermax, LLC
Warrant $ 2 09/15/2017   A   25,000   12/01/2017 04/30/2021 Common Stock 25,000 $ 0 (2) 25,000 I By Spouse
Warrant $ 2 09/15/2017   A   25,000   05/19/2018 04/30/2021 Common Stock 25,000 $ 0 (2) 25,000 I By Jermax, LLC
Warrants $ 2 09/15/2017   A   25,000   05/19/2018 04/30/2021 Common Stock 25,000 $ 0 (2) 25,000 I By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GIN JERRY B
C/O VISTAGEN THERAPEUTICS, INC.
343 ALLERTON AVENUE
SOUTH SAN FRANCISCO, CA 94080
  X      

Signatures

 /s/ Jerrold D. Dotson, Attorney-in-Fact   10/06/2017
**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) 1/3rd of the total number of shares shall be immediately vested upon the Vesting Start Date, 9/19/2017, and 1/24th of the remaining number of shares shall vest monthly thereafter until all awarded shares are fully vested two (2) years from the Vesting Start Date.
(2) This Amendment to the Form 4 originally filed by the Reporting Person on September 20, 2017 (the "Original Filing") is being filed to report (i) the reduction of the exercise price of warrants purchased by Jermax, LLC, an entity controlled by the Reporting Person ("Jermax"), and the Reporting Person's spouse from the Issuer on May 31, 2017 in a private placement transaction (the "Initial Warrants") and (ii) the issuance of additional warrants to Jermax and the Reporting Person's spouse (the "Additional Warrants"). The Issuer's Board of Directors approved the reduction of the exercise price from $4.00 per share to $2.00 per share for the Initial Warrants and all other warrants issued in the same private placement (the "Spring 2017 Private Placement"), and the issuance of the Additional Warrants and warrants similar to the Additional Warrants for all other participants in the Spring 2017 Private Placement.

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