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^*

PAPPAJOHN JOHN

(Last)

(First)

(Middle)

C/O MYND ANALYTICS, INC.

26522 LA ALAMEDA, SUITE 290

(Street)

MISSION VIEJO

92691

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MYnd Analytics, Inc. [ CNSO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2016

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⁽¹⁾	09/21/2016		M		290,498	A	$5	353,357	D

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)
5% Secured Convertible Note due December 2017⁽¹⁾	$5	09/21/2016		M			$1,400,000⁽²⁾⁽³⁾	09/01/2016⁽²⁾⁽³⁾	12/31/2017	Common Stock	290,498⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	$0	D
Common Stock Warrant⁽¹⁾	$10	09/21/2016		D⁽⁴⁾			$1,400,000	⁽⁵⁾	12/31/2020	Common Stock	140,000	⁽⁴⁾	0	D

Explanation of Responses:

1. All information provided herein has been adjusted where necessary to give effect to the 1-for-200 reverse stock split effected on September 21, 2016.

2. Seven notes in the aggregate principal amount of $1,400,000 were purchased by the Reporting Person between September 22, 2014 and August 9, 2016 pursuant to a Note and Warrant Purchase Agreement, dated as of September 22, 2014, as amended (the "Note and Warrant Purchase Agreement"), between the Issuer and the investors party thereto. These notes were convertible by the Reporting Person starting December 16, 2017 through December 31, 2017.

3. On September 19, 2016, the Issuer entered into a Second Omnibus Amendment (the "Amendment") between the Issuer and the investors party thereto, to the Note and Warrant Purchase Agreement, which granted the Issuer the option, exercisable at any time after September 1, 2016, to mandatorily convert all notes issued pursuant to the Note and Warrant Purchase Agreement into shares of the Issuer's common stock at $5.00 per share (subject to certain adjustments) (the "Mandatory Conversion"). On September 19, 2016, the Issuer exercised its Mandatory Conversion option under the Amendment, and on September 21, 2016 caused the conversion of $1,400,000 in aggregate principal amount of the Reporting Person's notes, with accrued interest thereon of $52,486.98, at a conversion price of $5.00 per share of common stock.

4. The Amendment provided that upon the conversion of the notes issued pursuant to the Note and Warrant Purchase Agreement, which was caused by the Issuer on September 21, 2016, all warrants issued pursuant to the Note and Warrant Purchase Agreement would be cancelled.

5. The Common Stock Warrants were exercisable as of their respective dates of issuance.

	/s/ John Pappajohn	09/23/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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