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 *
Underdown Brian J.
  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)
08/29/2018
(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
Stock Option (Right to Buy) $ 10 08/29/2018   D     500 (1) 11/04/2011 11/04/2019 Common Stock 500 $ 0 0 D  
Stock Option (Right to Buy) $ 1.5 08/29/2018   A   500   08/29/2018 11/04/2019 Common Stock 500 $ 0 500 D  
Stock Option (Right to Buy) $ 10 08/29/2018   D     6,250 (2) 12/30/2011 12/30/2019 Common Stock 6,250 $ 0 0 D  
Stock Option (Right to Buy) $ 1.5 08/29/2018   A   6,250   08/29/2018 12/30/2019 Common Stock 6,250 $ 0 6,250 D  
Stock Option (Right to Buy) $ 10 08/29/2018   D     2,500 (3) 04/25/2015 04/26/2021 Common Stock 2,500 $ 0 0 D  
Stock Option (Right to Buy) $ 1.5 08/29/2018   A   2,500   08/29/2018 04/26/2021 Common Stock 2,500 $ 0 2,500 D  
Stock Option (Right to Buy) $ 3.49 08/29/2018   D     25,000 (4)   (5) 06/19/2026 Common Stock 25,000 $ 0 0 D  
Stock Option (Right to Buy) $ 1.5 08/29/2018   A   25,000     (5) 06/19/2026 Common Stock 25,000 $ 0 25,000 D  
Stock Option (Right to Buy) $ 3.8 08/29/2018   D     25,000 (6)   (7) 11/09/2026 Common Stock 25,000 $ 0 0 D  
Stock Option (Right to Buy) $ 1.5 08/29/2018   A   25,000     (7) 11/09/2026 Common Stock 25,000 $ 0 25,000 D  
Stock Option (Right to Buy) $ 1.96 08/29/2018   D     35,000 (8)   (9) 04/26/2027 Common Stock 35,000 $ 0 0 D  
Stock Option (Right to Buy) $ 1.5 08/29/2018   A   35,000     (9) 04/26/2027 Common Stock 35,000 $ 0 35,000 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
  X      

Signatures

 /s/ Jerrold D. Dotson, Attorney-in-Fact   08/31/2018
**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 reporting person agreed to cancellation of an option granted to him on 11/4/2009 in exchange for a new option having a lower exercise price.
(2) The reporting person agreed to cancellation of an option granted to him on 12/30/2009 in exchange for a new option having a lower exercise price.
(3) The reporting person agreed to cancellation of an option granted to him on 4/26/2011 in exchange for a new option having a lower exercise price.
(4) The reporting person agreed to cancellation of an option granted to him on 6/19/2016 in exchange for a new option having a lower exercise price.
(5) The option vests monthly over a period of four years commencing 6/19/2016.
(6) The reporting person agreed to cancellation of an option granted to him on 11/9/2016 in exchange for a new option having a lower exercise price.
(7) The option vests monthly over a period of three years commencing 11/9/2016.
(8) The reporting person agreed to cancellation of an option granted to him on 4/26/2017 in exchange for a new option having a lower exercise price.
(9) The option vests monthly over a period of three years commencing 4/26/2017.

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