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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Carpenter George C IV
2. Issuer Name and Ticker or Trading Symbol

MYnd Analytics, Inc. [ CNSO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O MYND ANALYTICS, INC., 26522 LA ALAMEDA, SUITE 290
3. Date of Earliest Transaction (MM/DD/YYYY)

9/21/2016
(Street)

MISSION VIEJO, CA 92691
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   (1) 9/21/2016     M    20254   A $5.00   32208   D   (2)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
5% Secured Convertible Note due December 2017   (1) $5.00   9/21/2016     M         $100000   (3) (4)   9/1/2016   (3) (4) 12/31/2017   Common Stock   20254   (3) (4)   (3) (4) $0   D   (2)  
Common Stock Warrant   (1) $10.00   9/21/2016     D   (5)       $100000      (6) 12/31/2020   Common Stock   10000     (5) 0   D   (2)  

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)  Securities are held in the name of George and Jill Carpenter.
( 3)  Two notes in the aggregate principal amount of $100,000 were purchased by the Reporting Person on May 4, 2016 and August 3, 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.
( 4)  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 $100,000 in aggregate principal amount of the Reporting Person's notes, with accrued interest thereon of $1267.12, at a conversion price of $5.00 per share of common stock.
( 5)  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.
( 6)  The Common Stock Warrants were exercisable as of their respective dates of issuance.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carpenter George C IV
C/O MYND ANALYTICS, INC.
26522 LA ALAMEDA, SUITE 290
MISSION VIEJO, CA 92691


Chief Executive Officer

Signatures
/s/ George C. Carpenter IV 9/23/2016
** 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 control number.