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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant | $ 5.25 | 05/11/2011 | A | 1,428 | 05/11/2011 | 12/31/2013 | Common Stock | 1,428 | $ 0 (3) | 1,428 | D | ||||
| Stock Option (Right to Buy) | $ 1.9 | 05/11/2011 | A | 5,500 | 12/21/2006 | 04/11/2015 | Common Stock | 5,500 | $ 0 (4) | 5,500 | D | ||||
| Stock Option (Right to Buy) | $ 1.76 | 05/11/2011 | A | 6,250 | 12/21/2006 | 07/06/2016 | Common Stock | 6,250 | $ 0 (5) | 6,250 | D | ||||
| Stock Option (Right to Buy) | $ 1.6 | 05/11/2011 | A | 32,500 | 12/21/2007 | 12/21/2016 | Common Stock | 32,500 | $ 0 (6) | 32,500 | D | ||||
| Stock Option (Right to Buy) | $ 1.44 | 05/11/2011 | A | 10,000 | 01/01/2009 | 05/17/2017 | Common Stock | 10,000 | $ 0 (7) | 10,000 | D | ||||
| Stock Optioin (Right to Buy) | $ 4.2 | 05/11/2011 | A | 12,500 | (8) | 01/17/2018 | Common Stock | 12,500 | $ 0 (9) | 12,500 | D | ||||
| Stock Option (Right to Buy) | $ 2.26 | 05/11/2011 | A | 20,000 | (10) | 03/24/2019 | Common Stock | 20,000 | $ 0 (11) | 20,000 | D | ||||
| Stock Option (Right to Buy) | $ 2.26 | 05/11/2011 | A | 10,000 | (12) | 06/17/2019 | Common Stock | 10,000 | $ 0 (13) | 10,000 | D | ||||
| Stock Option (Right to Buy) | $ 3 | 05/11/2011 | A | 50,000 | (14) | 11/04/2019 | Common Stock | 50,000 | $ 0 (15) | 50,000 | D | ||||
| Stock Option (Right to Buy) | $ 3 | 05/11/2011 | A | 87,500 | (16) | 12/30/2019 | Common Stock | 87,500 | $ 0 (17) | 87,500 | D | ||||
| Stock Option (Right to Buy) | $ 3.5 | 05/11/2011 | A | 50,000 | (18) | 04/26/2021 | Common Stock | 50,000 | $ 0 (19) | 50,000 | D | ||||
| Warrant | $ 5 | 05/11/2011 | A | 795 | 05/11/2011 | 05/11/2014 | Common Stock | 795 | (20) | 795 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RICE A. FRANKLIN CO/VISTAGEN THERAPEUTICS, INC. 384 OYSTER POINT BLVD, NO. 8 SOUTH SAN FRANCISCO, CA 94080 |
CHIEF FINANCIAL OFFICER | |||
| /s/ A. Franklin Rice | 05/25/2011 | |
| **Signature of Reporting Person | Date |
| * | 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) | Shares received in a stock-for-stock exchange of shares of VistaGen Therapeutics Inc. ("VistaGen") Common Stock in connection with the Agreement and Plan of Merger by and among VistaGen, the Issuer and a wholly-owned subsidiary of Issuer, such that VistaGen became a wholly-owned subsidiary of Issuer (the "Merger"). The exchange ratio in connection with the Merger was one share of VistaGen Common Stock at a price of $1.75 per share for 0.5 shares of Issuer Common Stock at a price of $3.50 per share (the "Exchange Ratio"). All shares reflected in the Tables and the footnotes give effect to the Exchange Ratio. |
| (2) | Includes 100,000 shares subject to divorce decree. |
| (3) | Received in the Merger in exchange for a warrant to acquire 1,428 shares of VistaGen common stock for $5.25 per share. |
| (4) | Received in the Merger in exchange for an employee stock option to acquire 5,500 shares of VistaGen common stock for $1.90 per share. |
| (5) | Received in the Merger in exchange for an employee stock option to acquire 6,250 shares of VistaGen common stock for $1.76 per share. |
| (6) | Received in the Merger in exchange for an employee stock option to acquire 32,500 shares of VistaGen common stock for $1.60 per share. |
| (7) | Received in the Merger in exchange for an employee stock option to acquire 10,000 shares of VistaGen common stock for $1.44 per share. |
| (8) | Options vest monthly over a period of four years commencing January 17, 2008 |
| (9) | Received in the Merger in exchange for an employee stock option to acquire 12,500 shares of VistaGen common stock for $4.20 per share. |
| (10) | Options vest monthly over a period of four years commencing March 24, 2009 |
| (11) | Received in the Merger in exchange for an employee stock option to acquire 20,000 shares of VistaGen common stock for $2.26 per share. |
| (12) | Options vest 50% after three months and 50% after six months commencing June 17, 2009 |
| (13) | Received in the Merger in exchange for an employee stock option to acquire 10,000 shares of VistaGen common stock for $2.26 per share. |
| (14) | Options vest monthly over a period of two years commencing November 1, 2009 |
| (15) | Received in the Merger in exchange for an employee stock option to acquire 50,000 shares of VistaGen common stock for $3.00 per share. |
| (16) | Options vest monthly over a period of three years commencing December 31, 2009 |
| (17) | Received in the Merger in exchange for an employee stock option to acquire 87,500 shares of VistaGen common stock for $3.00 per share. |
| (18) | Options vest monthly over a peoriod of four years commencing April 25, 2011 |
| (19) | Received in the Merger in exchange for an employee stock option to acquire 50,000 shares of VistaGen common stock for $3.50 per share. |
| (20) | Received in the Merger in exchange for a warrant to acquire 795 shares of VistaGen common stock for $5.00 per share. |