Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Smith Robin L

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

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

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

(Last)

(First)

(Middle)

C/O MYND ANALYTICS, INC., 26522 LA ALAMEDA, SUITE 290

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2016

(Street)

MISSION VIEJO, CA 92691

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/01/2016⁽¹⁾		A		40,000 ⁽²⁾	A	$ 0	69,526	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy) and tax-offset right ⁽²⁾

$ 6

11/01/2016⁽¹⁾

16,000 ⁽³⁾

11/01/2016

09/22/2026

Common Stock

16,000

$ 0

16,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Smith Robin L C/O MYND ANALYTICS, INC. 26522 LA ALAMEDA, SUITE 290 MISSION VIEJO, CA 92691	X

Signatures

/s/ Robin L. Smith		11/02/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The award was recommended by the compensation committee and approved by the board of directors of MYnd Analytics, Inc. (the "Registrant") on September 22, 2016, subject to stockholder approval of the Amended and Restated 2012 Omnibus Incentive Compensation Plan (the "Plan") under which it was granted. The Registrant's stockholders approved the Plan on November 1, 2016.
(2)	The tax-offset right accompanying this grant entitles the reporting person to receive a cash payment from the Registrant equal to the tax withholding incurred in connection with the award, including tax withholding incurred on the tax-offset payment. The Registrant has reported having accrued in aggregate $250,000 for the estimated tax withholding liability.
(3)	On September 22, 2016, the reporting person was granted an option to purchase 40,000 shares of common stock. The option vests in five equal installments based on the reporting person's satisfaction of certain performance criteria. The performance criteria for the first and second installments were met, resulting in the vesting of the option as to 16,000 shares.

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