FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vystar Corp [ VYST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/20/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 05/20/2010 | P | 40,000 | A | $1.25 | 280,000 | I | By Diamond II Investments, LLC(1) | ||
Common Stock | 05/20/2010 | X | 40,000 | A | $1 | 320,000 | I | By Diamond II Investments, LLC(1) | ||
Common Stock | 115,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Common Stock Warrants (Right to Buy) | $1(2) | 05/20/2010 | P | 20,000 | 05/20/2010 | 05/19/2011 | Common Stock | 20,000 | $0.00(3) | 20,000(4) | I | By Diamond II Investments, LLC(1) | |||
Common Stock Warrants (Right to Buy) | $1(5) | 05/20/2010 | P | 20,000 | 05/20/2010 | 05/19/2012 | Common Stock | 20,000 | $0.00(3) | 20,000(4) | I | By Diamond II Investments, LLC(1) | |||
Common Stock Warrants (Right to Buy) | $1(6) | 05/20/2010 | X | 12,500 | 12/22/2009 | 12/21/2010 | Common Stock | 12,500 | $0.00 | 0(4) | I | By Diamond II Investments, LLC(1) | |||
Common Stock Warrants (Right to Buy) | $1(7) | 05/20/2010 | X | 12,500 | 12/22/2009 | 12/21/2011 | Common Stock | 12,500 | $0.00 | 0(4) | I | By Diamond II Investments, LLC(1) | |||
Common Stock Warrants (Right to Buy) | $1(6) | 05/20/2010 | X | 7,500 | 04/30/2010 | 12/21/2010(8) | Common Stock | 7,500 | $0.00 | 7,500(4) | I | By Diamond II Investments, LLC(1) | |||
Common Stock Warrants (Right to Buy) | $1(7) | 05/20/2010 | X | 7,500 | 04/30/2010 | 12/21/2011(9) | Common Stock | 7,500 | $0.00 | 7,500(4) | I | By Diamond II Investments, LLC(1) |
Explanation of Responses: |
1. Held by Diamond II Investments, LLC of which the Reporting Person is a member and manager thereof. |
2. The exercise price of these warrants is $1.00 per share if exercised by December 31, 2010. Thereafter, the exercise price is $1.50 for the remainder of the term of the warrants. |
3. The reporting person received these warrants in connection with the purchase of an aggregate of 40,000 shares of common stock at the purchase price of $1.25 per share. |
4. The reporting person also holds directly (i) warrants as reported on Form 3 to purchase (a) an aggregate of 20,000 shares of the issuer's common stock at $1.00 per share, and (b) an aggregate of 60,000 shares of the issuer's common stock at $1.63 per share, at various exercisable and expiration dates, and (ii) options as reported on Form 3 to purchase an aggregate of 400,000 shares of the issuer's common stock at $1.63 per share. The reporting person also holds indirectly through Diamond II Investments, LLC warrants as reported on Forms 4 to purchase (i) an aggregate of 20,000 shares of the issuer's common stock at $1.50 per share, and (ii) an aggregate of 20,000 shares of the issuer's common stock at $3.25 per share, at various exercisable and expiration dates. |
5. The exercise price of these warrants is $1.00 per share if exercised by December 31, 2010. Thereafter, the exercise price is $3.25 for the remainder of the term of the warrants. |
6. Pursuant to the revision of the terms of the issuer's private placement, the exercise price of these warrants was reduced to $1.00 per share for the period from April 30, 2010 to June 28, 2010. Thereafter, the exercise price reverts to $1.50 for the remainder of the term of the warrants. |
7. Pursuant to the revision of the terms of the issuer's private placement, the exercise price of these warrants was reduced to $1.00 per share for the period from April 30, 2010 to June 28, 2010. Thereafter, the exercise price reverts to $3.25 for the remainder of the term of the warrants. |
8. The remaining 7,500 warrants expire on January 10, 2011. |
9. The remaining 7,500 warrants expire on January 10, 2012. |
Remarks: |
Joseph Allegra | 05/20/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |