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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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 *

Lippa Arnold
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)
Exec. Chairman, CEO, CSO
(Last)          (First)          (Middle)

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

3/22/2020
(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 3/22/2020  J(1)  4500000 A (1)4500598 D  
Common Stock 3/22/2020  G(2)  4500000 D$0 598 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On March 21, 2020, Dr. Lippa agreed to forgive a portion of the accrued but unpaid compensation to which he was entitled pursuant to his employment agreement with RespireRx Pharmaceuticals Inc. (the "Company") equal to $153,000. On March 22, 2020, the Company issued to Dr. Lippa 4,500,000 shares of the Company's common stock, in exchange for the forgiveness of $153,000 of accrued and unpaid compensation, which equates to a per share value of $0.034 per share, the closing share price of the Company's common stock on Friday, March 20, the last business day prior to the transaction.
(2) Dr. Lippa gifted these securities into a family trust for estate planning purposes. He is not the trustee and does not exercise voting or investment control over shares held in the trust, but he is a beneficiary of the trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Lippa Arnold
C/O RESPIRERX PHARMACEUTICALS INC.
126 VALLEY ROAD, SUITE C
GLEN ROCK, NJ 07452
X
Exec. Chairman, CEO, CSO

Signatures
/s/ Arnold Lippa3/24/2020
**Signature of Reporting PersonDate

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