Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  MCPARTLAND MARK A.
2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2017
3. Issuer Name and Ticker or Trading Symbol
VistaGen Therapeutics, Inc. [VTGN]
(Last)
(First)
(Middle)
C/O VISTAGEN THERAPEUTICS, INC., 343 ALLERTON AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
VP Corporate Development
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SOUTH SAN FRANCISCO, CA 94080
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (1) 09/29/2026 Common Stock 125,000 $ 4.27 D  
Stock Option (Right to Buy)   (2) 11/09/2026 Common Stock 40,000 $ 3.8 D  
Stock Option (Right to Buy)   (3) 04/26/2027 Common Stock 100,000 $ 1.96 D  
Stock Option (Right to Buy)   (4) 09/19/2027 Common Stock 50,000 $ 1.56 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCPARTLAND MARK A.
C/O VISTAGEN THERAPEUTICS, INC.
343 ALLERTON AVENUE
SOUTH SAN FRANCISCO, CA 94080
      VP Corporate Development  

Signatures

/s/ Jerrold D. Dotson, Attorney-in-Fact 09/20/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Options vest monthly over a period of four years commencing 9/29/2016, with a twelve-month cliff of 25% of the shares.
(2) Options vest monthly over a period of three years commencing 11/9/2016.
(3) Options vest monthly over a period of three years commencing 4/26/2017, with a twelve-month cliff of 25% of the shares.
(4) 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.

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