Jeff Eliot Margolis Form 4 RespireRx Pharmaceuticals / Jeff Eliot Margolis 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^*

Margolis Jeff Eliot

(Last) (First) (Middle)

C/O RESPIRERX PHARMACEUTCALS 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)
VP, Treasurer & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2015

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
Common Stock	09/14/2015		X		507,374	A	(1)	15,618,816	D
Common Stock	09/14/2015		S(1)		483,872	D	(1)	15,134,944	D

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
Warrants (right to buy)	$0.021	08/28/2015		J(2)		325,022		(2)	09/30/2020	Common Stock	325,022	$0	325,022	D(4)
Warrants (right to buy)	$0.035	09/14/2015		X			507,374	(1)	09/15/2015	Common Stock	507,374	(1)	0	D
Warrants (right to buy)	$0.021	09/28/2015		J(2)		309,975		(2)	09/30/2020	Common Stock	309,975	$0	634,997	D(4)
Warrants (right to buy)	$0.021	11/02/2015		J(2)		939,729		(2)	09/30/2020	Common Stock	939,729	$0	1,574,726	D(4)
Common Stock Options (to purchase shares of Common Stock)	$0.0227	03/31/2016		A		24,000,000		(3)	03/31/2021	Common Stock	24,000,000	$0	24,000,000	D(4)
Common Stock Options (to purchase shares of Common Stock)	$0.0197							(5)	08/18/2022	Common Stock	10,000,000		10,000,000	D(4)
Common Stock Options (to purchase shares of Common Stock)	$0.025							(6)	06/30/2022	Common Stock	15,000,000		15,000,000	D(4)
Common Stock Options (to purchase shares of Common Stock)	$0.05							(7)	07/17/2019	Common Stock	5,000,000		5,000,000	D(8)

Explanation of Responses:

1. On September 14, 2015, the reporting person exercised warrants to purchase 507,374 shares of the registrant's common stock for $0.035 per share. The reporting person paid the exercise price on a cashless basis, resulting in the registrant withholding 483,872 of the warrant shares to pay the exercise price and issuing the reporting person the remaining 23,502 shares. These Warrants were acquired by Mr. Margolis in his capacity as President of Aurora Capital LLC, which served as placement agent in the Company's convertible note and warrant offering, and represent his share of the Placement Agent Warrants awarded in that transaction at each closing. The Warrants were exercisable on September 14, 2015.

2. These Warrants were acquired by Mr. Margolis in his capacity as President of Aurora Capital LLC, which served as placement agent in the Company's unit offering with each unit consisting of one share of common stock and warrants to purchase two additional shares of common stock, and represent his share of the Placement Agent Warrants awarded at each closing of that transaction. The warrants are currently exercisable.

3. These Common Stock Options vest in four equal installments: 25 percent on March 31, 2016 (the grant date), 25 percent on June 30, 2016, 25 percent on September 30, 2016, and 25 percent on December 31, 2016.

4. Mr. Margolis holds these securities jointly with his spouse.

5. These Common Stock Options vest in four equal installments: 25 percent on December 31, 2015, 25 percent on March 31, 2016, 25 percent on June 30, 2016, and 25 percent on September 30, 2016.

6. These Common Stock Options vested in three installments: 50 percent on June 30, 2015, 25 percent on September 30, 2015, and 25 percent on December 31, 2015.

7. These Common Stock Options vested in three equal installments on July 17, 2014, September 30, 2014 and December 31, 2014, and are all currently vested and exercisable.

8. Mr. Margolis holds 2,727,273 of these securities jointly with his spouse.

	/s/ Jeff Eliot Margolis	04/04/2016
	** Signature of Reporting Person	Date
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