SEC FORM 4

SEC Form 4

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^*

Doyle William R.

(Last)

(First)

(Middle)

VYSTAR CORPORATION, 3235 SATELLITE BLVD.

BUILDING 400, SUITE 290

(Street)

DULUTH

30096

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vystar Corp [ VYST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001	08/18/2013		J⁽¹⁾		133,333	A	⁽¹⁾	203,714	D
Common Stock, par value $0.0001	09/06/2013		J⁽²⁾		63,182	A	⁽²⁾	266,896	D
Common Stock, par value $0.0001	12/31/2013		J⁽³⁾		346,154	A	⁽³⁾	613,050	D
Common Stock, par value $0.0001								64,000	D⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (Right to Buy)	$0.15	04/01/2013		A		500,000		⁽⁵⁾	04/01/2023	Common Stock, par value $0.0001	500,000	$0.00	500,000	D
Common Stock Warrant (Right to Buy)	$0.27	04/29/2013		D⁽⁶⁾			1,000,000	⁽⁷⁾	09/14/2021	Common Stock, par value $0.0001	1,000,000	$0.00	0	D
Common Stock Warrant (Right to Buy)	$0.1	04/29/2013		A⁽⁶⁾		1,000,000		⁽⁷⁾	09/14/2021	Common Stock, par value $0.0001	1,000,000	$0.00	1,000,000	D
Common Stock Warrant (Right to Buy)	$0.1	04/29/2013		D⁽⁸⁾			100,000	⁽⁷⁾	09/14/2021	Common Stock, par value $0.0001	100,000	$0.00	900,000	D
Common Stock Warrant (Right to Buy)	$0.35	04/29/2013		D⁽⁶⁾			500,000	⁽⁹⁾	01/10/2023	Common Stock, par value $0.0001	500,000	$0.00	0	D
Common Stock Warrant (Right to Buy)	$0.1	04/29/2013		A⁽⁶⁾		500,000		⁽⁹⁾	01/10/2023	Common Stock, par value $0.0001	500,000	$0.00	500,000	D
Common Stock Warrant (Right to Buy)	$0.1	04/29/2013		D⁽⁸⁾			50,000	⁽⁹⁾	01/10/2023	Common Stock, par value $0.0001	50,000	$0.00	450,000	D
Common Stock Warrant (Right to Buy)	$0.06	06/17/2013		J⁽¹⁰⁾		28,615		⁽¹¹⁾	06/17/2023	Common Stock, par value $0.0001	28,615	$0.00	28,615	D
Common Stock Warrant (Right to Buy)	$0.07	06/30/2013		J⁽¹⁰⁾		28,640		⁽¹¹⁾	06/30/2023	Common Stock, par value $0.0001	28,640	$0.00	28,640	D
Employee Stock Option (Right to Buy)	$0.68	06/30/2013		D⁽¹²⁾			300,000	⁽¹³⁾	04/12/2020	Common Stock, par value $0.0001	300,000	$0.00	0	D
Common Stock Warrant (Right to Buy)	$0.07	07/05/2013		J⁽¹⁰⁾		28,742		⁽¹¹⁾	07/05/2023	Common Stock, par value $0.0001	28,742	$0.00	28,742	D
Common Stock Warrant (Right to Buy)	$0.1	07/19/2013		J⁽¹⁰⁾		13,249		⁽¹¹⁾	07/19/2023	Common Stock, par value $0.0001	13,249	$0.00	13,249	D
Common Stock Warrant (Right to Buy)	$0.14	08/16/2013		J⁽¹⁰⁾		16,768		⁽¹¹⁾	08/16/2023	Common Stock, par value $0.0001	16,768	$0.00	16,768	D
Common Stock Warrant (Right to Buy)	$0.12	08/30/2013		J⁽¹⁰⁾		28,900		⁽¹¹⁾	08/30/2023	Common Stock, par value $0.0001	28,900	$0.00	28,900	D
Common Stock Warrant (Right to Buy)	$0.07	09/06/2013		J⁽¹⁰⁾		58,096		⁽¹¹⁾	09/06/2023	Common Stock, par value $0.0001	58,096	$0.00	58,096	D
Common Stock Warrant (Right to Buy)	$0.45	09/06/2013		D⁽⁶⁾			14,824	⁽¹¹⁾	07/27/2021	Common Stock, par value $0.0001	14,824	$0.00	0	D
Common Stock Warrant (Right to Buy)	$0.1	09/06/2013		A⁽⁶⁾		14,824		⁽¹¹⁾	07/27/2021	Common Stock, par value $0.0001	14,824	$0.00	14,824	D
Common Stock Warrant (Right to Buy)	$0.3	09/06/2013		D⁽⁶⁾			33,612	⁽¹¹⁾	08/26/2021	Common Stock, par value $0.0001	33,612	$0.00	0	D
Common Stock Warrant (Right to Buy)	$0.1	09/06/2013		A⁽⁶⁾		33,612		⁽¹¹⁾	08/26/2021	Common Stock, par value $0.0001	33,612	$0.00	33,612	D
Common Stock Warrant (Right to Buy)	$0.3	09/06/2013		D⁽⁶⁾			33,820	⁽¹¹⁾	09/09/2021	Common Stock, par value $0.0001	33,820	$0.00	0	D
Common Stock Warrant (Right to Buy)	$0.1	09/06/2013		A⁽⁶⁾		33,820		⁽¹¹⁾	09/09/2021	Common Stock, par value $0.0001	33,820	$0.00	33,820	D
Common Stock Warrant (Right to Buy)	$0.2	09/06/2013		D⁽⁶⁾			50,538	⁽¹¹⁾	09/23/2021	Common Stock, par value $0.0001	50,538	$0.00	0	D
Common Stock Warrant (Right to Buy)	$0.1	09/06/2013		A⁽⁶⁾		50,538		⁽¹¹⁾	09/23/2021	Common Stock, par value $0.0001	50,538	$0.00	50,538	D
Common Stock Warrant (Right to Buy)	$0.24	09/06/2013		D⁽⁶⁾			41,739	⁽¹¹⁾	10/07/2021	Common Stock, par value $0.0001	41,739	$0.00	0	D
Common Stock Warrant (Right to Buy)	$0.1	09/06/2013		A⁽⁶⁾		41,739		⁽¹¹⁾	10/07/2021	Common Stock, par value $0.0001	41,739	$0.00	41,739	D
Common Stock Warrant (Right to Buy)	$0.25	09/06/2013		D⁽⁶⁾			40,070	⁽¹¹⁾	10/21/2021	Common Stock, par value $0.0001	40,070	$0.00	0	D
Common Stock Warrant (Right to Buy)	$0.1	09/06/2013		A⁽⁶⁾		40,070		⁽¹¹⁾	10/21/2021	Common Stock, par value $0.0001	40,070	$0.00	40,070	D
Common Stock Warrant (Right to Buy)	$0.35	09/06/2013		D⁽⁶⁾			28,893	⁽¹¹⁾	11/04/2021	Common Stock, par value $0.0001	28,893	$0.00	0	D
Common Stock Warrant (Right to Buy)	$0.1	09/06/2013		A⁽⁶⁾		28,893		⁽¹¹⁾	11/04/2021	Common Stock, par value $0.0001	28,893	$0.00	28,893	D

Explanation of Responses:

1. The shares were issued to Mr. Doyle in exchange for his foregoing reimbursement of expenses in the amount of $10,000.00

2. The shares were issued to Mr. Doyle in exchange for his foregoing reimbursement of expenses in the amount of $3,159.12

3. The shares were issued to Mr. Doyle in exchange for his foregoing $10,384.62 of salary due to Mr. Doyle.

4. Held by Oppenheimer & Co. Inc. Custodian FBO William R. Doyle RLVR IRA.

5. 125,000 of the shares subject to the option shall vest and become exercisable if the Issuer's earnings before interest, taxes, depreciation, and amortization ("EBITDA") is zero; 250,000 of the shares subject to the option shall vest and become exercisable if the Issuer's EBITDA is $250,000; and 500,000 of the shares subject to the option shall vest and become exercisable if the Issuer's EBITDA is $500,000.

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. 200,000 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 100,000 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. The reported transaction involved a forfeiture of shares to be acquired upon exercise of a replacement warrant.

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 warrant was issued to Mr. Doyle in exchange for his foregoing $1,923.08 of salary due to Mr. Doyle.

11. The warrant is exercisable immediately.

12. The reported transaction involved a forfeiture of shares to be acquired upon exercise of a stock option.

13. Exercisable 100,000 each on January 1, 2011, January 1, 2012 and January 1, 2013, if specified EBITDA goals are met for the fourth quarter of 2010, fiscal year 2011 and/or fiscal year 2012, respectively.

Remarks:

Form 1 of 3.

	Gerald L. Baxter, Attorney-in-Fact	01/08/2014
	** Signature of Reporting Person	Date
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