Climaco John M Form 3 CNS Pharmaceuticals / John M Climaco ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Climaco John M

(Last) (First) (Middle)

C/O CNS PHARMACEUTICALS, INC.

100 WEST LOOP SOUTH, SUITE 900

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2019

3. Issuer Name and Ticker or Trading Symbol
CNS Pharmaceuticals, Inc. [ CNSP ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	900,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to purchase common stock (right to buy)	(2)	06/28/2029	Common Stock	439,500	2	D

Explanation of Responses:

1. The issuer has the right to repurchase from the reporting person, at a purchase price of $0.01 per share, a pro rata portion of 50% of the shares based on the portion of the three-year term remaining in the reporting person's employment term, which was executed on September 1, 2017.

2. The options set forth in this table vest in four equal annual installments succeeding the issuance date, or June 28, 2019, subject to the grantee's continued service to the Company on each vesting date.

	/s/ John M. Climaco	11/08/2019
	** 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 5 (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.
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