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^*

Waters W. Dean

(Last)

(First)

(Middle)

3235 SATELLITE BOULEVARD,

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

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	12/30/2013		J⁽¹⁾		1,692,308	A	⁽¹⁾	1,692,308	D
Common Stock, par value $0.0001								25,000	I	By Poseidon Capital Investments, LLC⁽²⁾
Common Stock, par value $0.0001								99,334	I	By Tri-Capital Partners, LLC⁽³⁾

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)
Employee Stock Option (Right to Buy)	$0.15	04/01/2013		A		250,000		⁽⁴⁾	04/01/2023	Common Stock, par value $0.0001	250,000	$0.00	250,000	D
Employee 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 Warrants (Right to Buy)	$0.27	04/29/2013		D⁽⁶⁾			200,000	⁽⁷⁾	04/29/2021	Common Stock, par value $0.0001	200,000	$0.00	0	D
Common Stock Warrants (Right to Buy)	$0.1	04/29/2013		A⁽⁶⁾		200,000		⁽⁷⁾	04/29/2021	Common Stock, par value $0.0001	200,000	$0.00	200,000	D
Common Stock Warrants (Right to Buy)	$0.1	04/29/2013		D⁽⁸⁾			20,000	⁽⁷⁾	04/29/2021	Common Stock, par value $0.0001	20,000	$0.00	180,000	D
Common Stock Warrants (Right to Buy)	$0.35	04/29/2013		D⁽⁶⁾			100,000	⁽⁹⁾	01/10/2023	Common Stock, par value $0.0001	100,000	$0.00	0	D
Common Stock Warrants (Right to Buy)	$0.1	04/29/2013		A⁽⁶⁾		100,000		⁽⁹⁾	01/10/2023	Common Stock, par value $0.0001	100,000	$0.00	100,000	D
Common Stock Warrants (Right to Buy)	$0.1	04/29/2013		D⁽⁸⁾			10,000	⁽⁹⁾	01/10/2023	Common Stock, par value $0.0001	10,000	$0.00	90,000	D
Common Stock Warrants (Right to Buy)	$0.68	12/31/2013		D⁽⁶⁾			20,000	12/31/2008	12/30/2018	Common Stock, par value $0.0001	20,000	$0.00	0	D
Common Stock Warrants (Right to Buy)	$0.1	12/31/2013		A⁽⁶⁾		20,000		12/31/2008	12/30/2018	Common Stock, par value $0.0001	20,000	$0.00	20,000	D
Common Stock Warrants (Right to Buy)	$0.68	12/31/2013		D⁽⁶⁾			20,000	03/31/2009	03/30/2019	Common Stock, par value $0.0001	20,000	$0.00	0	D
Common Stock Warrants (Right to Buy)	$0.1	12/31/2013		A⁽⁶⁾		20,000		03/31/2009	03/30/2019	Common Stock, par value $0.0001	20,000	$0.00	20,000	D
Common Stock Warrants (Right to Buy)	$0.05	12/31/2013		A		846,154		⁽¹⁰⁾	12/31/2015	Common Stock, par value $0.0001	846,154	$0.00	846,154	D
Employee Stock Option (Right to Buy)	$0.68	12/31/2013		D⁽¹¹⁾			400,000	⁽¹²⁾	05/01/2019	Common Stock, par value $0.0001	400,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$0.1	12/31/2013		A⁽¹¹⁾		400,000		⁽¹²⁾	05/01/2019	Common Stock, par value $0.0001	400,000	$0.00	400,000	D
Employee Stock Option (Right to Buy)	$0.15	12/31/2013		D⁽¹¹⁾			250,000	⁽⁴⁾	04/01/2023	Common Stock, par value $0.0001	250,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$0.1	12/31/2013		A⁽¹¹⁾		250,000		⁽⁴⁾	04/01/2023	Common Stock, par value $0.0001	250,000	$0.00	250,000	D
Employee Stock Option (Right to Buy)	$0.15	12/31/2013		D⁽¹¹⁾			500,000	⁽¹⁰⁾	04/01/2023	Common Stock, par value $0.0001	500,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$0.1	12/31/2013		A⁽¹¹⁾		500,000		⁽¹⁰⁾	04/01/2023	Common Stock, par value $0.0001	500,000	$0.00	500,000	D

Explanation of Responses:

1. The shares were issued to Mr. Waters in exchange for his foregoing $50,769.23 of salary due to Mr. Waters.

2. Mr. Waters is the Manager of Poseidon Capital Investments, LLC.

3. Mr. Waters is the Manager of Tri-Capital Partners, LLC.

4. 100,000 of the shares subject to the option vested and became exercisable on the date of grant, and 50,000 of the shares subject to the option shall vest and become exercisable on April 1, 2014, April 1, 2015, and April 1, 2016 (each a "Vesting Date"), provided that the continuous service of the Optionee as an executive officer of the Company continues through and on the applicable Vesting Date.

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. 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.

8. The reported transaction involved a forfeiture of shares to be acquired upon exercise of a replacement warrant.

9. 20,000 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 16,000 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 is exercisable immediately.

11. 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.

12. The option is exercisable in equal installments of 20,000 shares at the end of each financial quarter (the "Vesting Date"), beginning on June 30, 2009 for a period of five (5) years, ending on March 31, 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.

Remarks:

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