FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Margolis Jeff Eliot 		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)
VP, Treasurer & Secretary
(Last)          (First)          (Middle)

C/O RESPIRERX PHARMACEUTCALS INC., 126 VALLEY ROAD, SUITE C 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/28/2015
(Street)

GLEN ROCK, NJ 07452
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/14/2015     X    507374   A   (1) 15618816   D    
Common Stock   9/14/2015     S (1)    483872   D   (1) 15134944   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Warrants (right to buy)   $0.021   8/28/2015     J   (2)    325022         (2) 9/30/2020   Common Stock   325022   $0   325022   D   (4)  
Warrants (right to buy)   $0.035   9/14/2015     X         507374      (1) 9/15/2015   Common Stock   507374     (1) 0   D    
Warrants (right to buy)   $0.021   9/28/2015     J   (2)    309975         (2) 9/30/2020   Common Stock   309975   $0   634997   D   (4)  
Warrants (right to buy)   $0.021   11/2/2015     J   (2)    939729         (2) 9/30/2020   Common Stock   939729   $0   1574726   D   (4)  
Common Stock Options (to purchase shares of Common Stock)   $0.0227   3/31/2016     A      24000000         (3) 3/31/2021   Common Stock   24000000   $0   24000000   D   (4)  
Common Stock Options (to purchase shares of Common Stock)   $0.0197                      (5) 8/18/2022   Common Stock   10000000     10000000   D   (4)  
Common Stock Options (to purchase shares of Common Stock)   $0.025                      (6) 6/30/2022   Common Stock   15000000     15000000   D   (4)  
Common Stock Options (to purchase shares of Common Stock)   $0.05                      (7) 7/17/2019   Common Stock   5000000     5000000   D   (8)  

Explanation of Responses:
( 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.

Reporting Owners
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

Signatures
/s/ Jeff Eliot Margolis 4/4/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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