Statement of Changes in Beneficial Ownership (4)
July 28 2017 - 7:09PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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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
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2. Issuer Name
and
Ticker or Trading Symbol
RespireRx Pharmaceuticals Inc.
[
RSPI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, CFO, Sec. & Treasurer
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(Last)
(First)
(Middle)
C/O RESPIRERX PHARMACEUTICALS INC., 126 VALLEY ROAD, SUITE C
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/26/2017
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(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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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock Options (to purchase shares of Common Stock)
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$2
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7/26/2017
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A
(1)
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25000
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(1)
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7/26/2022
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Common Stock
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25000
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$0
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25000
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D
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Common Stock Options (to purchase shares of Common Stock)
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$2
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(2)
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6/30/2022
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Common Stock
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30000
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30000
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I
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By Trust
(7)
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Common Stock Options (to purchase shares of Common Stock)
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$2
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(2)
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6/30/2022
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Common Stock
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20000
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20000
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I
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By Spouse
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Common Stock Options (to purchase shares of Common Stock)
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$3.9
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(3)
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1/18/2022
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Common Stock
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35000
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35000
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I
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By Trust
(4)
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Common Stock Options (to purchase shares of Common Stock)
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$3.9
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(3)
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1/18/2022
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Common Stock
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15000
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15000
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I
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By Trust
(7)
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Warrants (right to buy)
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$6.9225
(8)
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(9)
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9/30/2020
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Common Stock
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2423
(8)
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2423
(8)
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I
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By Trust
(4)
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Warrant (right to buy)
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$6.9225
(8)
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(9)
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9/30/2020
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Common Stock
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2423
(8)
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2423
(8)
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I
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By Trust
(6)
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Common Stock Options (to purchase shares of Common Stock)
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$7.3775
(8)
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(10)
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3/31/2021
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Common Stock
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40000
(8)
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40000
(8)
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I
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By Trust
(4)
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Common Stock Options (to purchase shares of Common Stock)
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$7.3775
(8)
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(10)
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3/31/2021
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Common Stock
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6154
(8)
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6154
(8)
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I
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By Trust
(5)
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Common Stock Options (to purchase shares of Common Stock)
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$7.3775
(8)
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(10)
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3/31/2021
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Common Stock
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21539
(8)
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21539
(8)
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I
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By Trust
(7)
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Common Stock Options (to purchase shares of Common Stock)
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$7.3775
(8)
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(10)
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3/31/2021
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Common Stock
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6154
(8)
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6154
(8)
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I
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By Trust
(6)
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Common Stock Options (to purchase shares of Common Stock)
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$6.396
(8)
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(11)
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8/18/2022
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Common Stock
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13847
(8)
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13847
(8)
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I
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By Trust
(4)
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Common Stock Options (to purchase shares of Common Stock)
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$6.396
(8)
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(11)
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8/18/2022
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Common Stock
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7693
(8)
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7693
(8)
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I
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By Trust
(5)
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Common Stock Options (to purchase shares of Common Stock)
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$6.396
(8)
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(11)
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8/18/2022
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Common Stock
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7693
(8)
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7693
(8)
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I
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By Trust
(7)
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Common Stock Options (to purchase shares of Common Stock)
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$6.396
(8)
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(11)
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8/18/2022
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Common Stock
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1539
(8)
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1539
(8)
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I
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By Trust
(6)
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Common Stock Options (to purchase shares of Common Stock)
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$8.125
(8)
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(12)
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6/30/2022
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Common Stock
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24616
(8)
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24616
(8)
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I
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By Trust
(4)
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Common Stock Options (to purchase shares of Common Stock)
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$8.125
(8)
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(12)
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6/30/2022
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Common Stock
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6154
(8)
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6154
(8)
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I
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By Trust
(5)
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Common Stock Options (to purchase shares of Common Stock)
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$8.125
(8)
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(12)
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6/30/2022
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Common Stock
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13847
(8)
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13847
(8)
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I
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By Trust
(7)
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Common Stock Options (to purchase shares of Common Stock)
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$8.125
(8)
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(12)
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6/30/2022
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Common Stock
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1539
(8)
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1539
(8)
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I
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By Trust
(6)
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Common Stock Options (to purchase shares of Common Stock)
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$16.25
(8)
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(13)
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7/17/2019
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Common Stock
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6994
(8)
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6994
(8)
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D
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Common Stock Options (to purchase shares of Common Stock)
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$16.25
(8)
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(13)
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7/17/2019
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Common Stock
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3077
(8)
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3077
(8)
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I
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By Trust
(4)
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Common Stock Options (to purchase shares of Common Stock)
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$16.25
(8)
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(13)
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7/17/2019
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Common Stock
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1119
(8)
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1119
(8)
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I
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By Trust
(5)
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Common Stock Options (to purchase shares of Common Stock)
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$16.25
(8)
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(13)
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7/17/2019
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Common Stock
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4196
(8)
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4196
(8)
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I
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By Trust
(6)
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Explanation of Responses:
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(1)
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These Common Stock Options vest in three installments: 25 percent on July 26, 2017 (the grant date), 25 percent on September 30, 2017, and 50 percent on December 31, 2017.
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(2)
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These Common Stock Options vested upon issuance. These Common Stock Options vested in three installments: 25 percent on July 26, 2017 (the grant date), 25 percent on September 30, 2017, and 50 percent on December 31, 2017.
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(3)
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These Common Stock Options vested in three installments: 25 percent on January 18, 2017 (the grant date), 25 percent on March 31, 2017, and 50 percent on June 30, 2017, and are all currently vested.
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(4)
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These securities are held in a trust for the benefit of Mr. Margolis's spouse. Mr. Margolis is a trustee of the trust.
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(5)
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These securities are held in trusts for the benefit of Mr. Margolis's children. Mr. Margolis's spouse 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.
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(6)
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These securities are held in trusts for the benefit of Mr. Margolis's children. 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.
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(7)
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These securities are held in a trust for the benefit of Mr. Margolis. Mr. Margolis's spouse is a trustee of the trust.
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(8)
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The exercise price and number of shares of these securities have been adjusted to reflect the Company's 325-to-1 reverse stock split effective September 1, 2016.
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(9)
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These Warrants were acquired by Mr. Margolis and his spouse 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.
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(10)
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These Common Stock Options vested 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, and are all currently vested.
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(11)
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These Common Stock Options vested 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, and are all currently vested.
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(12)
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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, and are all currently vested and exercisable.
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(13)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Margolis Jeff Eliot
C/O RESPIRERX PHARMACEUTICALS INC.
126 VALLEY ROAD, SUITE C
GLEN ROCK, NJ 07452
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X
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SVP, CFO, Sec. & Treasurer
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Signatures
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/s/ Jeff Eliot Margolis
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7/28/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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