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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Allegra Joseph

(Last)

(First)

(Middle)

VYSTAR CORPORATION,

2484 BRIARCLIFF RD NE, #22, SUITE 159

(Street)

ATLANTA

30329

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2014

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	10/06/2014		P		750,000	A	$0.05	2,522,778⁽¹⁾	I	By Diamond II Investments, LLC⁽²⁾
Common Stock	10/06/2014		J⁽³⁾		125,000	A	⁽³⁾	2,647,778⁽¹⁾	I	By Diamond II Investments, LLC⁽²⁾
Common Stock	10/06/2014		P		250,000	A	$0.05	2,440,582⁽⁴⁾	I	By Itailia-Eire, LP⁽⁵⁾
Common Stock	10/06/2014		J⁽³⁾		125,000	A	⁽³⁾	2,565,582⁽⁴⁾	I	By Itailia-Eire, LP⁽⁵⁾
Common Stock								458,129	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)
Common Stock Warrants (Right to Buy)	$0.1	10/06/2014		D⁽⁶⁾			720,000	⁽⁷⁾	04/29/2021	Common Stock, par value $0.0001	720,000	$0.00	0	I	By Itailia-Eire, LP⁽⁵⁾
Common Stock Warrants (Right to Buy)	$0.05	10/06/2014		A⁽⁶⁾		720,000		⁽⁷⁾	04/29/2021	Common Stock, par value $0.0001	720,000	$0.00	720,000	I	By Itailia-Eire, LP⁽⁵⁾
Common Stock Warrants (Right to Buy)	$0.1	10/06/2014		D⁽⁶⁾			180,000	⁽⁸⁾	09/14/2021	Common Stock, par value $0.0001	180,000	$0.00	0	I	By Itailia-Eire, LP⁽⁵⁾
Common Stock Warrants (Right to Buy)	$0.05	10/06/2014		A⁽⁶⁾		180,000		⁽⁸⁾	09/14/2021	Common Stock, par value $0.0001	180,000	$0.00	180,000	I	By Itailia-Eire, LP⁽⁵⁾
Common Stock Warrants (Right to Buy)	$0.1	10/06/2014		D⁽⁶⁾			450,000	⁽⁹⁾	01/10/2023	Common Stock, par value $0.0001	450,000	$0.00	0	D
Common Stock Warrants (Right to Buy)	$0.05	10/06/2014		A⁽⁶⁾		450,000		⁽⁹⁾	01/10/2023	Common Stock, par value $0.0001	450,000	$0.00	450,000	D
Common Stock Warrants (Right to Buy)	$0.1	10/06/2014		D⁽⁶⁾			20,000	06/30/2008	06/29/2018	Common Stock, par value $0.0001	20,000	$0.00	0	D
Common Stock Warrants (Right to Buy)	$0.05	10/06/2014		A⁽⁶⁾		20,000		06/30/2008	06/29/2018	Common Stock, par value $0.0001	20,000	$0.00	20,000	D
Common Stock Warrants (Right to Buy)	$0.1	10/06/2014		D⁽⁶⁾			20,000	09/30/2008	09/29/2018	Common Stock, par value $0.0001	20,000	$0.00	0	D
Common Stock Warrants (Right to Buy)	$0.05	10/06/2014		A⁽⁶⁾		20,000		09/30/2008	09/29/2018	Common Stock, par value $0.0001	20,000	$0.00	20,000	D
Common Stock Warrants (Right to Buy)	$0.1	10/06/2014		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)	$0.05	10/06/2014		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)	$0.1	10/06/2014		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)	$0.05	10/06/2014		A⁽⁶⁾		20,000		03/31/2009	03/30/2019	Common Stock, par value $0.0001	20,000	$0.00	20,000	D
Director Stock Option (Right to Buy)	$0.1	10/06/2014		D⁽¹⁰⁾			400,000	⁽¹¹⁾	09/29/2019	Common Stock, par value $0.0001	400,000	$0.00	0	D
Director Stock Option (Right to Buy)	$0.05	10/06/2014		A⁽¹⁰⁾		400,000		⁽¹¹⁾	09/29/2019	Common Stock, par value $0.0001	400,000	$0.00	400,000	D
Common Stock Warrants (Right to Buy)	$0.1	10/06/2014		D⁽⁶⁾			400,000	⁽⁹⁾	11/18/2022	Common Stock, par value $0.0001	400,000	$0.00	0	D
Common Stock Warrants (Right to Buy)	$0.05	10/06/2014		A⁽⁶⁾		400,000		⁽⁹⁾	11/18/2022	Common Stock, par value $0.0001	400,000	$0.00	400,000	D
Director Stock Option (Right to Buy)	$0.11	10/06/2014		D⁽¹⁰⁾			500,000	⁽¹²⁾	07/09/2024	Common Stock, par value $0.0001	500,000	$0.00	0	D
Director Stock Option (Right to Buy)	$0.05	10/06/2014		A⁽¹⁰⁾		500,000		⁽¹²⁾	07/09/2024	Common Stock, par value $0.0001	500,000	$0.00	500,000	D

Explanation of Responses:

1. Includes an additional 112,500 shares not previously reported, as the purchase by Diamond II Investments, LLC on July 21, 2014 was erroneously reported as the purchase of 12,500 shares instead of 125,000 shares.

2. Held by Diamond II Investments, LLC, of which the Reporting Person is a member and manager thereof.

3. The shares were issued in connection with the repricing of various options and warrants held directly and indirectly by the reporting person.

4. Includes an additional 112,500 shares not previously reported, as the purchase by Itailia-Eire, LP on July 21, 2014 was erroneously reported as the purchase of 12,500 shares instead of 125,000 shares.

5. Held by Itailia-Eire, LP, of which the Reporting Person is the General Partner and majority owner.

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. 160,000 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 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. 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.

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 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.

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

12. The option is exercisable in equal installments of 25,000 shares at the end of each financial quarter (the "Vesting Date"), beginning on September 30, 2014 for a period of five (5) years, ending on June 30, 2019, 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	10/08/2014
	** 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.