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
                                                                                  
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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 *

Yazbeck Daniel, Rida
2. Issuer Name and Ticker or Trading Symbol

MyDx, Inc. [ MYDX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman of the Board and CEO
(Last)          (First)          (Middle)

6335 FERRIS SQUARE, SUITE B
3. Date of Earliest Transaction (MM/DD/YYYY)

12/23/2016
(Street)

SAN DIEGO, CA 92121
(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   12/23/2016     A    30000000   A   (1) 39701606   (2) I   See footnote   (2)
Common Stock   12/30/2016     D    210894   D $0.50   (3) 209106   I   YCIG, Inc.  
Preferred Stock (Series A Super Voting)   12/24/2016     A    51   A   (1) 51   D    
Preferred Stock (Series B Convertible)   12/23/2016     A    300000   A $1.00   (1) (4) 300000   D    

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
Warrant - Common Stock   $0.01   1/3/2017     A      89229104   (1) (5)      1/3/2017   1/3/2019   Common Stock   89229104   (1) (5)   (1) (5) 89729104   (6) I   YCIG, Inc.  

Explanation of Responses:
( 1)  Consideration is comprised of covenants and conditions under the Settlement & Release Agreement - Daniel R. Yazbeck and MyDx, Inc., dated December 23, 2016, as previously disclosed as Ex. 10.5 to Form 8-K filed with the SEC on January 11, 2017.
( 2)  Beneficial ownership of Daniel R. Yazbeck, directly and indirectly, as of the date of the filing of this Form 4 is disclosed as a footnote to the "Security Ownership of Certain Beneficial Owners and Management" table included on the DEF 14C filed with the SEC on January 11, 2017.
( 3)  Consideration for the return of shares comprised of covenants and conditions under the Settlement & Release Agreement - YCIG, Inc. and MyDx, Inc., dated January 4, 2017, as previously disclosed as Ex. 10.6 to Form 8-K filed with the SEC on January 11, 2017.
( 4)  Shares acquired, in part, pursuant to the Securities Purchase Agreement, dated December 23, 2016, as previously disclosed as Ex. 10.2 to Form 8-K filed with the SEC on January 11, 2017.
( 5)  Warrant entitles holder to purchase up to 15% of the Issuer's common shares issued and outstanding as of January 3, 2017, per the Form of Warrant as previously disclosed as Ex. 10.4 of Form 8-K filed with the SEC on January 11, 2017.
( 6)  Includes the Warrant disclosed on this Form 4 as well as 500,00 options to purchase shares of the Issuer's common stock at an exercise price of $0.08 per share, as previously disclosed on Form 3 filed with the SEC on May 8, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Yazbeck Daniel, Rida
6335 FERRIS SQUARE, SUITE B
SAN DIEGO, CA 92121
X
Chairman of the Board and CEO

Signatures
/s/ Daniel Yazbeck 1/12/2017
** 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).
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