SEC Form 4 · accession 0001415889-15-003708
Vistagen Therapeutics, Inc. · VTGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
H. Ralph Snodgrass
Officer — PRES./CHIEF SCIENTIFIC OFFICER · Director
Period of report
Nov 11, 2015
Accepted (ET)
Nov 13, 2015 · 5:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001411685
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant for Common StockF1 | $12.80 | Nov 11, 2015 | D | 50,000 | D | Apr 1, 2015 | Mar 3, 2023 | Common Stock | 50,000 | 0 | D |
| Warrant for Common StockF1 | $7.00 | Nov 11, 2015 | A | 50,000 | A | Apr 1, 2015 | Mar 3, 2023 | Common Stock | 50,000 | 50,000 | D |
| Warrant for Common StockF2,F3 | $10.00 | Nov 11, 2015 | D | 2,500 | D | — | Mar 19, 2019 | Common Stock | 2,500 | 0 | D |
| Warrant for Common StockF2,F3 | $7.00 | Nov 11, 2015 | A | 2,500 | A | — | Mar 19, 2019 | Common Stock | 2,500 | 2,500 | D |
| Warrant for Common StockF2,F3 | $10.00 | Nov 11, 2015 | D | 7,500 | D | — | Mar 19, 2019 | Common Stock | 7,500 | 0 | D |
| Warrant for Common StockF2,F3 | $7.00 | Nov 11, 2015 | A | 7,500 | A | — | Mar 19, 2019 | Common Stock | 7,500 | 7,500 | D |
| Warrant for Common StockF4 | $10.00 | Nov 11, 2015 | D | 100,000 | D | Jan 11, 2015 | Jan 11, 2020 | Common Stock | 100,000 | 0 | D |
| Warrant for Common StockF4 | $7.00 | Nov 11, 2015 | A | 100,000 | A | Jan 11, 2015 | Jan 11, 2020 | Common Stock | 100,000 | 100,000 | D |
| Warrant for Common StockF5,F6 | $9.25 | Nov 11, 2015 | D | 150,000 | D | Sep 2, 2015 | Sep 2, 2020 | Common Stock | 150,000 | 0 | I |
| Warrant for Common StockF5,F6 | $7.00 | Nov 11, 2015 | A | 150,000 | A | Sep 2, 2015 | Sep 2, 2020 | Common Stock | 150,000 | 150,000 | I |
Explanation of responses
- F1The 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.
- F2The 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.
- F3Subject to the Reporting Person's continuous service, and as incentive to continue employment 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.
- F4The 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.
- F5The 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.
- F6Held by the H. Ralph Snodgrass Living Trust, dated 10/2/2008