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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol RespireRx Pharmaceuticals Inc. [ RSPI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/30/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 09/30/2020 | C(1) | 91,871,094 | A | (1) | 96,151,863 | I | By Trust(2) | ||
Common Stock | 09/30/2020 | C(1) | 5,017,144 | A | (1) | 5,142,351 | I | By Trust(3) | ||
Common Stock | 09/30/2020 | C(1) | 5,017,144 | A | (1) | 5,142,351 | I | By Trust(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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(5) | $0.0064 | 09/30/2020 | J(6) | 150 | 09/30/2020 | 09/30/2023 | Conversion Units(7) | 23,437,500 | (6) | 150 | D | ||||
Series H Preferred Stock(5) | $0.0064 | 09/30/2020 | G(8) | 136 | 09/30/2020 | 09/30/2023 | Conversion Units(7) | 21,250,000 | $0 | 14 | D | ||||
Series H Preferred Stock(5) | $0.0064 | 09/30/2020 | G(8) | 136 | 09/30/2020 | 09/30/2023 | Conversion Units(7) | 21,250,000 | $0 | 587.975(9) | I | By Trust(10) | |||
Series H Preferred Stock(5) | $0.0064 | 09/30/2020 | G(8) | 7 | 09/30/2020 | 09/30/2023 | Conversion Units(7) | 1,093,750 | $0 | 7 | D | ||||
Series H Preferred Stock(5) | $0.0064 | 09/30/2020 | G(8) | 7 | 09/30/2020 | 09/30/2023 | Conversion Units(7) | 1,093,750 | $0 | 32.11(11) | I | By Trust(12) | |||
Series H Preferred Stock(5) | $0.0064 | 09/30/2020 | G(8) | 7 | 09/30/2020 | 09/30/2023 | Conversion Units(7) | 1,093,750 | $0 | 0 | D | ||||
Series H Preferred Stock(5) | $0.0064 | 09/30/2020 | G(8) | 7 | 09/30/2020 | 09/30/2023 | Conversion Units(7) | 1,093,750 | $0 | 32.11(13) | I | By Trust(14) | |||
Warrants (to purchase Common Stock) | $0.007 | 09/30/2020 | C(1) | 91,871,094 | 09/30/2020 | 09/30/2023 | Common Stock | 91,871,094 | (1) | 91,871,094 | I | By Trust(2) | |||
Warrants (to purchase Common Stock) | $0.007 | 09/30/2020 | C(1) | 5,017,144 | 09/30/2020 | 09/30/2023 | Common Stock | 5,017,144 | (1) | 5,017,144 | I | By Trust(3) | |||
Warrants (to purchase Common Stock) | $0.007 | 09/30/2020 | C(1) | 5,017,144 | 09/30/2020 | 09/30/2023 | Common Stock | 5,017,144 | (1) | 5,017,144 | I | By Trust(4) |
Explanation of Responses: |
1. On September 30, 2020, each of the trusts into which Mr. Margolis transferred shares of the Company's Series H 2% Voting, Non-Participating, Convertible Preferred Stock ("Series H Preferred") converted all of their outstanding shares of the Series H Preferred into a total of 101,905,382 Conversion Units comprising 101,905,382 shares of the common stock of the Company and 101,905,382 warrants exercisable into 101,905,382 shares of the common stock of the Company. |
2. These securities are held by a family trust for the benefit of Mr. Margolis's spouse. Mr. Margolis's spouse is a trustee of the trust. Mr. Margolis disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Margolis is the beneficial owner of these securities for purposes of Section 16 or any other purpose. |
3. These securities are held by a family trust for the benefit of Mr. Margolis's son. Mr. Margolis's spouse is a trustee of the trust. Mr. Margolis disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Margolis is the beneficial owner of these securities for purposes of Section 16 or any other purpose. |
4. These securities are held by a family trust for the benefit of Mr. Margolis's daughter. Mr. Margolis's spouse is a trustee of the trust. Mr. Margolis disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Margolis is the beneficial owner of these securities for purposes of Section 16 or any other purpose. |
5. The full designation of this class of preferred stock is "Series H 2% Voting, Non-Participating, Convertible Preferred Stock". |
6. On September 30, 2020, Mr. Margolis agreed to forgive a portion of accrued compensation owing from RespireRx Pharmaceuticals Inc. (the "Company") equal to $150,000, and in exchange, the Company issued to Mr. Margolis 150 shares of Series H Preferred stock, which equates to a per share value of $1,000.00 per share. |
7. 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). |
8. These dispositions and acquisitions reflect estate planning transactions. These securities are being contributed to trusts for the benefit of Mr. Margolis' spouse and children, as specified. |
9. This reflects the 136 Series H Preferred shares transferred on September 30, 2020, plus 450 Series H Preferred shares previously transferred to the trust on July 13, 2020, plus 1.975 additional dividend shares of Series H Preferred on the 450 Series H Preferred shares held since July 13, 2020. |
10. Mr. Margolis gifted these securities into a family trust for the benefit of Mr. Margolis's spouse. Mr. Margolis's spouse is a trustee of the trust. Mr. Margolis disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Margolis is the beneficial owner of these securities for purposes of Section 16 or any other purpose. |
11. This reflects the 7 Series H Preferred shares transferred on September 30, 2020, plus 25 Series H Preferred shares previously transferred to the trust on July 13, 2020, plus 0.1097222 additional dividend shares of Series H Preferred on the 25 Series H Preferred shares held since July 13, 2020. |
12. Mr. Margolis gifted these securities into a family trust for the benefit of his son. Mr. Margolis's spouse is a trustee of the trust. Mr. Margolis disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Margolis is the beneficial owner of these securities for purposes of Section 16 or any other purpose. |
13. This reflects the 7 Series H Preferred shares transferred on September 30, 2020, plus 25 Series H Preferred shares previously transferred to the trust on July 13, 2020, plus 0.1097222 additional dividend shares of Series H Preferred on the 25 Series H Preferred shares held since July 13, 2020. |
14. Mr. Margolis gifted these securities into a family trust for the benefit of his daughter. Mr. Margolis's spouse is a trustee of the trust. Mr. Margolis disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Margolis is the beneficial owner of these securities for purposes of Section 16 or any other purpose. |
/s/ Jeff Eliot Margolis | 10/02/2020 | |
** 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 Number. |