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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants (right to buy) | $ 0.021 | 08/28/2015 | J(2) | 325,022 | (2) | 09/30/2020 | Common Stock | 325,022 | $ 0 | 325,022 | D (4) | ||||
| Warrants (right to buy) | $ 0.035 | 09/14/2015 | X | 507,374 | (1) | 09/15/2015 | Common Stock | 507,374 | (1) | 0 | D | ||||
| Warrants (right to buy) | $ 0.021 | 09/28/2015 | J(2) | 309,975 | (2) | 09/30/2020 | Common Stock | 309,975 | $ 0 | 634,997 | D (4) | ||||
| Warrants (right to buy) | $ 0.021 | 11/02/2015 | J(2) | 939,729 | (2) | 09/30/2020 | Common Stock | 939,729 | $ 0 | 1,574,726 | D (4) | ||||
| Common Stock Options (to purchase shares of Common Stock) | $ 0.0227 | 03/31/2016 | A | 24,000,000 | (3) | 03/31/2021 | Common Stock | 24,000,000 | $ 0 | 24,000,000 | D (4) | ||||
| Common Stock Options (to purchase shares of Common Stock) | $ 0.0197 | (5) | 08/18/2022 | Common Stock | 10,000,000 | 10,000,000 | D (4) | ||||||||
| Common Stock Options (to purchase shares of Common Stock) | $ 0.025 | (6) | 06/30/2022 | Common Stock | 15,000,000 | 15,000,000 | D (4) | ||||||||
| Common Stock Options (to purchase shares of Common Stock) | $ 0.05 | (7) | 07/17/2019 | Common Stock | 5,000,000 | 5,000,000 | D (8) | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Margolis Jeff Eliot C/O RESPIRERX PHARMACEUTCALS INC. 126 VALLEY ROAD, SUITE C GLEN ROCK, NJ 07452 |
X | VP, Treasurer & Secretary | ||
| /s/ Jeff Eliot Margolis | 04/04/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On September 14, 2015, the reporting person exercised warrants to purchase 507,374 shares of the registrant's common stock for $0.035 per share. The reporting person paid the exercise price on a cashless basis, resulting in the registrant withholding 483,872 of the warrant shares to pay the exercise price and issuing the reporting person the remaining 23,502 shares. These Warrants were acquired by Mr. Margolis in his capacity as President of Aurora Capital LLC, which served as placement agent in the Company's convertible note and warrant offering, and represent his share of the Placement Agent Warrants awarded in that transaction at each closing. The Warrants were exercisable on September 14, 2015. |
| (2) | These Warrants were acquired by Mr. Margolis 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. |
| (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) | Mr. Margolis holds these securities jointly with his spouse. |
| (5) | These Common Stock Options vest 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. |
| (6) | 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. |
| (7) | 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 and exercisable. |
| (8) | Mr. Margolis holds 2,727,273 of these securities jointly with his spouse. |