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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 * Downs Christopher 2. Issuer Name and Ticker or Trading Symbol CNS Pharmaceuticals, Inc. [ CNSP ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)         (First)         (Middle)
C/O CNS PHARMACEUTICALS, INC., 2100 WEST LOOP SOUTH, SUITE 900
3. Date of Earliest Transaction (MM/DD/YYYY)
2/5/2021
(Street)
HOUSTON, TX 77027
(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

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
Option to purchase common stock (right to buy)  $3.36  2/5/2021    A     131000       (1) 2/5/2031  Common Stock  131000   (2) 431000  D   

Explanation of Responses:
(1)  The stock options set forth in this table vest in four equal annual installments beginning on the first anniversary of the Transaction Date and are subject to the grantee's continued service to the Company on each vesting date.
(2)  The stock options were issued in connection with the reporting person's employment with the Company.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Downs Christopher
C/O CNS PHARMACEUTICALS, INC.
2100 WEST LOOP SOUTH, SUITE 900
HOUSTON, TX 77027


Chief Financial Officer

Signatures
/s/ Christopher Downs 2/9/2021
**Signature of Reporting Person Date
CNS Pharmaceuticals (NASDAQ:CNSP)
Historical Stock Chart
From Apr 2022 to May 2022 Click Here for more CNS Pharmaceuticals Charts.
CNS Pharmaceuticals (NASDAQ:CNSP)
Historical Stock Chart
From May 2021 to May 2022 Click Here for more CNS Pharmaceuticals Charts.