SEC FORM 4

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

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)
	Preident & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2016

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)
Common Stock	04/07/2016		J⁽¹⁾		11,887,779	A	⁽¹⁾	23,775,558	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)
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 Warrants (right to buy)	⁽²⁾	04/07/2016		J⁽¹⁾			23,775,558	08/28/2015	09/30/2020	Common Stock	23,775,558	⁽¹⁾	0	D
Common Stock Warrants (right to buy)	$0.015	04/07/2016		J⁽¹⁾		11,887,779		04/07/2016	09/30/2020	Common Stock	11,887,779	⁽¹⁾	11,887,779	D
Common Stock Warrants (right to buy)	$0.02							02/04/2016	02/04/2019	Common Stock	2,630,000		2,630,000	D
Common Stock Options (to purchase shares of Common Stock)	$0.0227							⁽³⁾	03/31/2021	Common Stock	26,500,000		26,500,000	D
Common Stock Options (to purchase shares of Common Stock)	$0.0197							⁽⁴⁾	08/18/2025	Common Stock	5,081,300		5,081,300	D
Common Stock Options (to purchase shares of Common Stock)	$0.0197							⁽⁴⁾	08/18/2025	Common Stock	80,000,000		80,000,000	D

Explanation of Responses:

1. On April 7, 2016, the reporting person exchanged, pursuant to an Exchange Agreement, (i) existing Warrants to acquire 23,775,558 shares of Company Common Stock and (ii) cash in the amount of $178,317 for (i) new Warrants to purchase 11,887,779 shares of the Company's Common Stock and (ii) 11,887,779 shares of Common Stock. The original Warrants were not exercised, in whole or in part, but were exchanged pursuant to the terms of the Exchange Agreement.

2. The reported securities were included within 11,887,779 units purchased by the reporting person for $0.02103 per unit. Each unit consisted of one share of Common Stock and one warrant to purchase two additional shares of Common Stock with an exercise price of $0.02103 for each share of Common Stock to be issued upon exercise of the warrant.

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. These Common Stock Options vest 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.

	/s/ James S. J. Manuso	04/11/2016
	** Signature of Reporting Person	Date
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