Statement of Changes in Beneficial Ownership (4)
March 24 2020 - 4:49PM
Edgar (US Regulatory)
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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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
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1. Name and Address of Reporting Person
*
Margolis Jeff Eliot |
2. Issuer Name and Ticker or Trading Symbol
RespireRx Pharmaceuticals Inc.
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RSPI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, CFO, Secretary & Teasurer |
(Last)
(First)
(Middle)
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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/22/2020 | | J(1) | | 4500000 | A | (1) | 4500000 | D | |
Common Stock | 3/22/2020 | | G(2) | | 4250000 | D | $0 | 250000 | D | |
Common Stock | 3/22/2020 | | G(2) | | 4250000 | A | $0 | 4280769 | I | By Trust (3) |
Common Stock | 3/22/2020 | | G(2) | | 125000 | D | $0 | 125000 | D | |
Common Stock | 3/22/2020 | | G(2) | | 125000 | A | $0 | 125208 | I | By Trust (4) |
Common Stock | 3/22/2020 | | G(2) | | 125000 | D | $0 | 0 | D | |
Common Stock | 3/22/2020 | | G(2) | | 125000 | A | $0 | 125207 | I | By Trust (5) |
Common Stock | | | | | | | | 3076 | I | By Trust (6) |
Common Stock | | | | | | | | 6153 | I | By Trust (7) |
Common Stock | | | | | | | | 6153 | I | By Trust (8) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Explanation of Responses: |
(1) | On March 21, 2020, Mr. Margolis 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 Mr. Margolis 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) | These dispositions and acquisitions reflect estate planning transactions. These securities are being contributed to trusts for the benefit of Mr. Margolis, his spouse and his children, as specified. |
(3) | Mr. Margolis gifted these securities into a family trust for the benefit of Mr. Margolis's spouse. Mr. Margolis's spouse is a trustee of the trust. Mr. Margolis disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Margolis is the beneficial owner of these securities for purposes of Section 16 or any other purpose. |
(4) | Mr. Margolis gifted these securities into a family trust for the benefit of his daughter. Mr. Margolis's spouse is a trustee of the trust. Mr. Margolis disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Margolis is the beneficial owner of these securities for purposes of Section 16 or any other purpose. |
(5) | Mr. Margolis gifted these securities into a family trust for the benefit of his son. Mr. Margolis's spouse is a trustee of the trust. Mr. Margolis disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Margolis is the beneficial owner of these securities for purposes of Section 16 or any other purpose. |
(6) | These securities are held in a trust for the benefit of Mr. Margolis. Mr. Margolis is a trustee of the trust. |
(7) | These securities are held in trusts for the benefit of Mr. Margolis's daughter. Mr. Margolis is a trustee of these trusts. Mr. Margolis disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Margolis is the beneficial owner of these securities for purposes of Section 16 or any other purpose. |
(8) | These securities are held in trusts for the benefit of Mr. Margolis's son. Mr. Margolis is a trustee of these trusts. Mr. Margolis disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Margolis is the beneficial owner of these securities for purposes of Section 16 or any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Margolis Jeff Eliot RESPIRERX PHARMACEUTICALS INC. 126 VALLEY ROAD, SUITE C GLEN ROCK, NJ 07452 | X | X | SVP, CFO, Secretary & Teasurer |
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Signatures
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/s/ Jeff Eliot Margolis | | 3/24/2020 |
**Signature of Reporting Person | Date |
RespireRx Pharmaceuticals (CE) (USOTC:RSPI)
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