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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 | ||||||||
| Common Stock Warrants (Right to Buy) | $ 0.1 | 10/06/2014 | D(6) | 720,000 | (7) | 04/29/2021 | Common Stock, par value $0.0001 | 720,000 | $ 0 | 0 | I | By Itailia-Eire, LP (5) | |||
| Common Stock Warrants (Right to Buy) | $ 0.05 | 10/06/2014 | A(6) | 720,000 | (7) | 04/29/2021 | Common Stock, par value $0.0001 | 720,000 | $ 0 | 720,000 | I | By Itailia-Eire, LP (5) | |||
| Common Stock Warrants (Right to Buy) | $ 0.1 | 10/06/2014 | D(6) | 180,000 | (8) | 09/14/2021 | Common Stock, par value $0.0001 | 180,000 | $ 0 | 0 | I | By Itailia-Eire, LP (5) | |||
| Common Stock Warrants (Right to Buy) | $ 0.05 | 10/06/2014 | A(6) | 180,000 | (8) | 09/14/2021 | Common Stock, par value $0.0001 | 180,000 | $ 0 | 180,000 | I | By Itailia-Eire, LP (5) | |||
| Common Stock Warrants (Right to Buy) | $ 0.1 | 10/06/2014 | D(6) | 450,000 | (9) | 01/10/2023 | Common Stock, par value $0.0001 | 450,000 | $ 0 | 0 | D | ||||
| Common Stock Warrants (Right to Buy) | $ 0.05 | 10/06/2014 | A(6) | 450,000 | (9) | 01/10/2023 | Common Stock, par value $0.0001 | 450,000 | $ 0 | 450,000 | D | ||||
| Common Stock Warrants (Right to Buy) | $ 0.1 | 10/06/2014 | D(6) | 20,000 | 06/30/2008 | 06/29/2018 | Common Stock, par value $0.0001 | 20,000 | $ 0 | 0 | D | ||||
| Common Stock Warrants (Right to Buy) | $ 0.05 | 10/06/2014 | A(6) | 20,000 | 06/30/2008 | 06/29/2018 | Common Stock, par value $0.0001 | 20,000 | $ 0 | 20,000 | D | ||||
| Common Stock Warrants (Right to Buy) | $ 0.1 | 10/06/2014 | D(6) | 20,000 | 09/30/2008 | 09/29/2018 | Common Stock, par value $0.0001 | 20,000 | $ 0 | 0 | D | ||||
| Common Stock Warrants (Right to Buy) | $ 0.05 | 10/06/2014 | A(6) | 20,000 | 09/30/2008 | 09/29/2018 | Common Stock, par value $0.0001 | 20,000 | $ 0 | 20,000 | D | ||||
| Common Stock Warrants (Right to Buy) | $ 0.1 | 10/06/2014 | D(6) | 20,000 | 12/31/2008 | 12/30/2018 | Common Stock, par value $0.0001 | 20,000 | $ 0 | 0 | D | ||||
| Common Stock Warrants (Right to Buy) | $ 0.05 | 10/06/2014 | A(6) | 20,000 | 12/31/2008 | 12/30/2018 | Common Stock, par value $0.0001 | 20,000 | $ 0 | 20,000 | D | ||||
| Common Stock Warrants (Right to Buy) | $ 0.1 | 10/06/2014 | D(6) | 20,000 | 03/31/2009 | 03/30/2019 | Common Stock, par value $0.0001 | 20,000 | $ 0 | 0 | D | ||||
| Common Stock Warrants (Right to Buy) | $ 0.05 | 10/06/2014 | A(6) | 20,000 | 03/31/2009 | 03/30/2019 | Common Stock, par value $0.0001 | 20,000 | $ 0 | 20,000 | D | ||||
| Director Stock Option (Right to Buy) | $ 0.1 | 10/06/2014 | D(10) | 400,000 | (11) | 09/29/2019 | Common Stock, par value $0.0001 | 400,000 | $ 0 | 0 | D | ||||
| Director Stock Option (Right to Buy) | $ 0.05 | 10/06/2014 | A(10) | 400,000 | (11) | 09/29/2019 | Common Stock, par value $0.0001 | 400,000 | $ 0 | 400,000 | D | ||||
| Common Stock Warrants (Right to Buy) | $ 0.1 | 10/06/2014 | D(6) | 400,000 | (9) | 11/18/2022 | Common Stock, par value $0.0001 | 400,000 | $ 0 | 0 | D | ||||
| Common Stock Warrants (Right to Buy) | $ 0.05 | 10/06/2014 | A(6) | 400,000 | (9) | 11/18/2022 | Common Stock, par value $0.0001 | 400,000 | $ 0 | 400,000 | D | ||||
| Director Stock Option (Right to Buy) | $ 0.11 | 10/06/2014 | D(10) | 500,000 | (12) | 07/09/2024 | Common Stock, par value $0.0001 | 500,000 | $ 0 | 0 | D | ||||
| Director Stock Option (Right to Buy) | $ 0.05 | 10/06/2014 | A(10) | 500,000 | (12) | 07/09/2024 | Common Stock, par value $0.0001 | 500,000 | $ 0 | 500,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Allegra Joseph VYSTAR CORPORATION, 2484 BRIARCLIFF RD NE, #22, SUITE 159 ATLANTA, GA 30329 |
X | |||
| Gerald L. Baxter, Attorney-in-Fact | 10/08/2014 | |
| **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) | Includes an additional 112,500 shares not previously reported, as the purchase by Diamond II Investments, LLC on July 21, 2014 was erroneously reported as the purchase of 12,500 shares instead of 125,000 shares. |
| (2) | Held by Diamond II Investments, LLC, of which the Reporting Person is a member and manager thereof. |
| (3) | The shares were issued in connection with the repricing of various options and warrants held directly and indirectly by the reporting person. |
| (4) | Includes an additional 112,500 shares not previously reported, as the purchase by Itailia-Eire, LP on July 21, 2014 was erroneously reported as the purchase of 12,500 shares instead of 125,000 shares. |
| (5) | Held by Itailia-Eire, LP, of which the Reporting Person is the General Partner and majority owner. |
| (6) | The reported transaction involved an amendment of the exercise price of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the grant of a replacement warrant. |
| (7) | 160,000 of the shares issuable upon exercise of the warrant vested and became exercisable on the date of grant. The remaining shares issuable upon exercise of the warrant shall vest and become exercisable in increments of 80,000 shares for each loan advance made by an affiliate of the Reporting Person to the Issuer in the principal amount of $100,000, pursuant to a Promissory Grid Note issued by the Issuer. |
| (8) | 40,000 of the shares issuable upon exercise of the warrant vested and became exercisable on the date of grant. The remaining shares issuable upon exercise of the warrant shall vest and become exercisable in increments of 20,000 shares for each loan advance made by an affiliate of the Reporting Person to the Issuer in the principal amount of $100,000, pursuant to a Promissory Grid Note issued by the Issuer. |
| (9) | 100,000 of the shares issuable upon exercise of the warrant vested and became exercisable on the date of grant. The remaining shares issuable upon exercise of the warrant shall vest and become exercisable in increments of 80,000 shares for each loan advance made to the Issuer in the principal amount of $100,000, pursuant to a Promissory Grid Note issued by the Issuer. |
| (10) | The reported transaction involved an amendment of the exercise price of an outstanding stock option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. |
| (11) | The option is exercisable in equal installments of 20,000 shares at the end of each financial quarter (the "Vesting Date"), beginning on September 30, 2009 for a period of five (5) years, ending on June 30, 2014, provided that the continuous service of the Optionee as a member of the Company's Board of Directors continues through and on the applicable Vesting Date. |
| (12) | The option is exercisable in equal installments of 25,000 shares at the end of each financial quarter (the "Vesting Date"), beginning on September 30, 2014 for a period of five (5) years, ending on June 30, 2019, provided that the continuous service of the Optionee as a member of the Company's Board of Directors continues through and on the applicable Vesting Date. |