Lippa Arnold Form 4 RespireRx Pharmaceuticals / Arnold Lippa ownership change

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^*

Lippa Arnold

(Last) (First) (Middle)

C/O RESPIRERX PHARMACEUTICALS INC.

126 VALLEY ROAD, SUITE C

(Street)

GLEN ROCK NJ 07452

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RespireRx Pharmaceuticals Inc. [ RSPI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec. Chairman, CEO & CSO

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2020

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series H Preferred Stock(1)	$0.0064	07/13/2020		J(2)		600		07/13/2020	09/30/2023	Conversion Units(3)	93,750,000	(2)	600	D
Series H Preferred Stock(1)	$0.0064	07/13/2020		G(4)			600	07/13/2020	09/30/2023	Conversion Units(3)	93,750,000	$0	0	D
Series H Preferred Stock(1)	$0.0064	07/13/2020		G(4)		600		07/13/2020	09/30/2023	Conversion Units(3)	93,750,000	$0	0	I	By Trust(5)

Explanation of Responses:

1. The full designation of this class of preferred stock is "Series H 2% Voting, Non-Participating, Convertible Preferred Stock".

2. On July 13, 2020, Dr. Lippa agreed to forgive a portion of the accrued but unpaid compensation to which he was entitled pursuant to his employment agreement with RespireRx Pharmaceuticals Inc. (the "Company") equal to $600,000. On July 13, 2020, the Company issued to Dr. Lippa 600 shares of the Company's Series H 2% Voting, Non-Participating, Convertible Preferred Stock ("Series H Preferred Stock") in exchange for the forgiveness of $600,000 of accrued and unpaid compensation, which equates to a per share value of $1,000.00 per share.

3. Each Conversion Unit consists of one share of the common stock of the Company, and one warrant exercisable into one share of the common stock of the Company (such warrant having an initial exercise price of $0.007 per share, and terminating on September 30, 2023).

4. The disposition or acquisition, as applicable, reflects an estate planning transaction.

5. Dr. Lippa gifted these securities into a family trust for the benefit of his spouse, daughter and grandchildren. Dr. Lippa is not the trustee, does not exercise voting or investment control over shares held in the trust, and disclaims beneficial ownership of the shares of Series H Preferred Stock owned by the trust, except to the extent of his pecuniary interest therein.

	/s/ Arnold Lippa	07/15/2020
	** 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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