RespireRx Pharmaceuticals (RSPI) Form 4 RespireRx Pharmaceuticals / JAMES S J MANUSO 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^*

MANUSO JAMES S J

(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)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/13/2017		P		1,097(5)	A	(1)	74,252(5)	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
Common Stock Warrants (right to buy)	$6.83(5)	09/13/2017		P		2,195(5)		09/15/2015	09/30/2020	Common Stock	2,195(5)	(1)	2,195(5)	D
Common Stock Options (to purchase shares of Common Stock)	$1.45	12/09/2017		J(2)		608,704		(2)	12/09/2022	Common Stock	608,704	(2)	608,704	D
Common Stock Options (to purchase shares of Common Stock)	$2							(3)	06/30/2022	Common Stock	50,000		50,000	D
Common Stock Options (to purchase shares of Common Stock)	$3.9							(4)	01/17/2022	Commmon Stock	75,000		75,000	D
COmmon Stock Warrants (right to buy)	$6.83(5)							04/07/2016	09/30/2020	Common Stock	36,578(5)		36,578(5)	D
Common Stock Warrants (right to buy)	$6.5(5)							02/04/2016	02/04/2019	Common Stock	8,093(5)		8,093(5)	D
Common Stock Options (to purchase shares of Common Stock)	$7.3775(5)							(6)	03/31/2021	Common Stock	81,539(5)		81,539(5)	D
Common Stock Options (to purchase shares of Common Stock)	$6.396(5)							(7)	08/18/2025	Common Stock	15,634(5)		15,634(5)	D
Common Stock Options (to purchase shares of Common Stock)	$6.396(5)							(7)	08/18/2025	Common Stock	246,154(5)		246,154(5)	D

Explanation of Responses:

1. Dr. Manuso purchased shares and warrants in a private transaction for an aggregate of $5,000, or $4.56 per unit, with each unit consisting of one share and warrants to purchase two additional shares of the Company's common stock.

2. On December 9, 2017, Dr. Manuso 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 $878,360. On that date, the Company granted to Dr. Manuso options to purchase 608,704 shares of the Company's common stock, with a black-scholes value of $1.44 per option and an aggregate value of $878,360. These Common Stock Options vested upon issuance.

3. These Common Stock Options vested upon issuance.

4. 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.

5. 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.

6. 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.

7. These Common Stock Options vested in three installments: 50 percent on August 18, 2015 (the grant date), 25 percent on February 18, 2016, and 25 percent on August 18, 2016, and are all currently vested.

	/s/ James S. Manuso	12/12/2017
	** Signature of Reporting Person	Date
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