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 PHARMACEUTICALS INC

126 VALLEY ROAD, SUITE C

(Street)

GLEN ROCK

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)
SVP, Treas., Sec., CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Options (to purchase shares of Common Stock)	$1.45	12/09/2017		J⁽¹⁾		388,687		⁽¹⁾	12/09/2022	Common Stock	388,687	⁽¹⁾	388,687	D
Common Stock Options (to purchase shares of Common Stock)	$1.45	12/09/2017		G⁽²⁾			250,000	⁽¹⁾	12/09/2022	Common Stock	250,000	$0	138,687	D
Common Stock Options (to purchase shares of Common Stock)	$1.45	12/09/2017		G⁽²⁾		250,000		⁽¹⁾	12/09/2022	Common Stock	250,000	$0	250,000	I	By Trust⁽⁶⁾
Common Stock Options (to purchase shares of Common Stock)	$1.45	12/09/2017		G⁽²⁾			100,000	⁽¹⁾	12/09/2022	Common Stock	100,000	$0	38,687	D
Common Stock Options (to purchase shares of Common Stock)	$1.45	12/09/2017		G⁽²⁾		100,000		⁽¹⁾	12/09/2022	Common Stock	100,000	$0	100,000	I	By Trusts⁽⁷⁾
Common Stock Options (to purchase shares of Common Stock)	$1.45	12/09/2017		G⁽²⁾			38,687	⁽¹⁾	12/09/2022	Common Stock	38,687	$0	0	D
Common Stock Options (to purchase shares of Common Stock)	$1.45	12/09/2017		G⁽²⁾		38,687		⁽¹⁾	12/09/2022	Common Stock	38,687	$0	38,687	I	By Spouse
Common Stock Options (to purchase shares of Common Stock)	$1.45	12/09/2017		G⁽²⁾			38,687	⁽¹⁾	12/09/2022	Common Stock	38,687	$0	0	I	By Spouse
Common Stock Options (to purchase shares of Common Stock)	$1.45	12/09/2017		G⁽²⁾		38,687		⁽¹⁾	12/09/2022	Common Stock	38,687	$0	38,687	I	By Trust⁽⁹⁾
Common Stock Options (to purchase shares of Common Stock)	$2							⁽³⁾	07/26/2022	Common Stock	25,000		25,000	D
Common Stock Options (to purchase shares of Common Stock)	$2							⁽⁴⁾	06/30/2022	Common Stock	30,000		30,000	I	By Trust⁽⁶⁾
Common Stock Options (to purchase shares of Common Stock)	$2							⁽⁴⁾	06/30/2022	Common Stock	20,000		20,000	I	By Spouse
Common Stock Options (to purchase shares of Common Stock)	$3.9							⁽⁵⁾	01/18/2022	Common Stock	35,000		35,000	I	By Trust⁽⁶⁾
Common Stock Options (to purchase shares of Common Stock)	$3.9							⁽⁵⁾	01/18/2022	Common Stock	15,000		15,000	I	By Trusts⁽⁷⁾
Warrants (right to buy)	$6.9225⁽¹⁰⁾							⁽¹¹⁾	09/30/2020	Common Stock	2,423⁽¹⁰⁾		2,243⁽¹⁰⁾	I	By Trust⁽⁶⁾
Warrants (right to buy)	$6.9225⁽¹⁰⁾							⁽¹¹⁾	09/30/2020	Common Stock	2,423⁽¹⁰⁾		2,423⁽¹⁰⁾	I	By Trusts⁽⁸⁾
Common Stock Options (to purchase shares of Common Stock)	$7.3775⁽¹⁰⁾							⁽¹²⁾	03/31/2021	Common Stock	40,000⁽¹⁰⁾		40,000⁽¹⁰⁾	I	By Trust⁽⁶⁾
Common Stock Options (to purchase shares of Common Stock)	$7.3775⁽¹⁰⁾							⁽¹²⁾	03/31/2021	Common Stock	6,154⁽¹⁰⁾		6,154⁽¹⁰⁾	I	By Trusts⁽⁷⁾
Common Stock Options (to purchase shares of Common Stock)	$7.3775⁽¹⁰⁾							⁽¹²⁾	03/31/2021	Common Stock	21,539⁽¹⁰⁾		21,539⁽¹⁰⁾	I	By Trust⁽⁹⁾
Common Stock Options (to purchase shares of Common Stock)	$7.3775⁽¹⁰⁾							⁽¹²⁾	03/31/2021	COmmon Stock	6,154⁽¹⁰⁾		6,154⁽¹⁰⁾	I	By Trusts⁽⁸⁾
Common Stock Options (to purchase shares of Common Stock)	$6.396⁽¹⁰⁾							⁽¹³⁾	08/18/2022	Common Stock	13,847⁽¹⁰⁾		13,847⁽¹⁰⁾	I	By Trust⁽⁶⁾
Common Stock Options (to purchase shares of Common Stock)	$6.396⁽¹⁰⁾							⁽¹³⁾	08/18/2022	Common Stock	7,693⁽¹⁰⁾		7,693⁽¹⁰⁾	I	By Trusts⁽⁷⁾
Common Stock Options (to purchase shares of Common Stock)	$6.396⁽¹⁰⁾							⁽¹³⁾	08/18/2022	Common Stock	7,693⁽¹⁰⁾		7,693	I	By Trust⁽⁹⁾
Common Stock Options (to purchase shares of Common Stock)	$6.396⁽¹⁰⁾							⁽¹³⁾	08/18/2022	Common Stock	1,539⁽¹⁰⁾		1,538⁽¹⁰⁾	I	By Trusts⁽⁸⁾
Common Stock Options (to purchase shares of Common Stock)	$8.125⁽¹⁰⁾							⁽¹⁴⁾	06/30/2022	Common Stock	24,616⁽¹⁰⁾		24,616⁽¹⁰⁾	I	By Trust⁽⁶⁾
Common Stock Options (to purchase shares of Common Stock)	$8.125⁽¹⁰⁾							⁽¹⁴⁾	06/30/2022	Common Stock	6,154⁽¹⁰⁾		6,154⁽¹⁰⁾	I	By Trust⁽⁷⁾
Common Stock Options (to purchase shares of Common Stock)	$8.125⁽¹⁰⁾							⁽¹⁴⁾	06/30/2022	Common Stock	13,847⁽¹⁰⁾		13,847⁽¹⁰⁾	I	By Trust⁽⁹⁾
Common Stock Options (to purchase shares of Common Stock)	$8.125⁽¹⁰⁾							⁽¹⁴⁾	06/30/2022	Common Stock	1,539⁽¹⁰⁾		1,539⁽¹⁰⁾	I	By Trusts⁽⁸⁾
Common Stock Options (to purchase shares of Common Stock)	$16.25⁽¹⁰⁾							⁽¹⁵⁾	07/17/2019	Common Stock	6,994⁽¹⁰⁾		6,994⁽¹⁰⁾	D
Common Stock Options (to purchase shares of Common Stock)	$16.25⁽¹⁰⁾							⁽¹⁵⁾	07/17/2019	Common Stock	8,392⁽¹⁰⁾		8,392⁽¹⁰⁾	I	By Trust⁽⁶⁾⁽⁷⁾⁽⁸⁾

Explanation of Responses:

1. On December 9, 2017, Mr. Margolis forgave all of the accrued but unpaid compensation to which, pursuant to his employment agreement, he was entitled as of September 30, 2017, an aggregate of $560,876. On that date, the Company granted Mr. Margolis options to purchase 388,687 shares of the Company's common stock, with a black-scholes value of $1.44 per option and an aggregate value of $560,876. These Common Stock Options vested upon issuance.

2. These dispositions and acquisitions reflect estate planning transactions. These securities are being contributed to trusts for the benefit of Mr. Margolis, his spouse and his children, as specified.

3. These Common Stock Options vested in three installments: 25 percent on July 26, 2017 (the grant date), 25 percent on September 30, 2017, and 50 percent on December 31, 2017.

4. These Common Stock Options vested upon issuance.

5. These Common Stock Options vested in three installments: 25 percent on January 18, 2017 (the grant date), 25 percent on March 31, 2017, and 50 percent on June 30, 2017, and are all currently vested.

6. These securities are held in a trust for the benefit of Mr. Margolis's spouse. Mr. Margolis's spouse is a trustee of the trust.

7. These securities are held in trusts for the benefit of Mr. Margolis's children. Mr. Margolis's spouse is a trustee of these trusts. 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.

8. These securities are held in trusts for the benefit of Mr. Margolis's children. Mr. Margolis is a trustee of these trusts. 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.

9. These securities are held in a trust for the benefit of Mr. Margolis. Mr. Margolis is a trustee of the trust.

10. The exercise price and number of shares of these securities have been adjusted to reflect the Company's 325-to-1 reverse stock split effective September 1, 2016.

11. These Warrants were acquired by Mr. Margolis and his spouse 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.

12. These Common Stock Options vested 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, and are all currently vested.

13. These Common Stock Options vested 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, and are all currently vested.

14. 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, and are all currently vested and exercisable.

15. 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.

	/s/ Jeff Eliot Margolis	12/12/2017
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Jeff Eliot Margolis Form 4RespireRx Pharmaceuticals / Jeff Eliot Margolis ownership change