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^*

JONES DAVID B

(Last)

(First)

(Middle)

600 ANTON BOULEVARD, SUITE 1010

(Street)

COSTA MESA

92626

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CNS RESPONSE, INC. [ CNSO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2009

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⁽¹⁾	08/26/2009		C		956,164	A	⁽¹⁾	4,588,875	I	By Sail Venture Partners, LP⁽³⁾
Common Stock⁽²⁾	08/26/2009		C		802,192	A	⁽²⁾	5,391,067	I	By Sail Venture Partners, LP⁽³⁾
Common Stock	08/26/2009		P		1,080,000	A	$0.3	6,471,067	I	By Sail Venture Partners, LP⁽³⁾

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)	$0.25	05/14/2009		P		100,000		05/14/2009	⁽⁴⁾	Common Stock	100,000	$0	100,000	I	By Sail Venture Partners, LP⁽³⁾
Common Stock Warrants (Right to Buy)⁽¹⁾	$0.3	08/26/2009		C		478,082		08/26/2009	08/26/2014	Common Stock	478,082	$0	478,082	I	By Sail Venture Partners, LP⁽³⁾
Common Stock Warrants (Right to Buy)⁽²⁾	$0.3	08/26/2009		C		401,096		08/26/2009	08/26/2014	Common Stock	401,096	$0	401,096	I	By Sail Venture Partners, LP⁽³⁾
Common Stock Warrants (Right to Buy)	$0.3	08/26/2009		P		540,000		08/26/2009	08/26/2014	Common Stock	540,000	$0	540,000	I	By Sail Venture Partners, LP⁽³⁾

Explanation of Responses:

1. On March 30, 2009, the Issuer issued to Sail Venture Partners, LP a Secured Convertible Promissory Note in the principal amount of $250,000. The note provided that in the event the Issuer consummates an equity financing transaction of at least $1,500,000 (excluding any and all notes and other liabilities or indebtedness which are converted) during the term of such note, then the outstanding principal amount and accrued interest on such note shall be automatically converted into the securities issued in the equity financing by dividing such amount by 90% of the per share price paid by the investors in such financing. On August 26, 2009, the Issuer raised approximately $2,000,000 in a private placement at a price of $0.30 per share (the "Private Placement"), and Sail Venture Partners, LP was issued an aggregate of 956,164 shares of common stock and a five year non-callable warrant to purchase 478,082 shares of common stock at an exercise price of $0.30 per share.

2. On May 14, 2009, the Issuer issued to Sail Venture Partners, LP a Secured Convertible Promissory Note in the principal amount of $200,000 as well as a warrant to purchase 100,000 shares of its common stock at an exercise price of $0.25 per share. The note provided that in the event the Issuer consummates an equity financing transaction of at least $1,500,000 (excluding any and all notes and other liabilities or indebtedness which are converted) during the term of such note, then the outstanding principal amount and accrued interest on such note shall be automatically converted into the securities issued in the equity financing by dividing such amount by 85% of the per share price paid by the investors in such financing. At the close of the Private Placement, Sail Venture Partners, LP was issued an aggregate of 802,192 shares of common stock and a five year non-callable warrant to purchase 401,096 shares of common stock at an exercise price of $0.30 per share.

3. Sail Venture Partners, LLC is the General Partner of Sail Venture Partners, LP. Mr. Jones, as one of four managing members of Sail Venture Partners, LLC makes investment decisions in relation to these securities. Mr. Jones disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. The expiration date is the earlier of May 31, 2016 or a change of control of the Issuer.

	/s/ David B. Jones	08/28/2009
	** Signature of Reporting Person	Date
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