Sec Form 4 Filing - Margolis Jeff Eliot @ RespireRx Pharmaceuticals Inc. - 2020-03-22

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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. [ RSPI] 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/YY) 03/22/2020 (Street) GLEN ROCK, NJ07452 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 03/22/2020 J( 1 ) 4,500,000 A 4,500,000 D Common Stock 03/22/2020 G( 2 ) 4,250,000 D $ 0 250,000 D Common Stock 03/22/2020 G( 2 ) 4,250,000 A $ 0 4,280,769 I By Trust ( 3 ) Common Stock 03/22/2020 G( 2 ) 125,000 D $ 0 125,000 D Common Stock 03/22/2020 G( 2 ) 125,000 A $ 0 125,208 I By Trust ( 4 ) Common Stock 03/22/2020 G( 2 ) 125,000 D $ 0 0 D Common Stock 03/22/2020 G( 2 ) 125,000 A $ 0 125,207 I By Trust ( 5 ) Common Stock 3,076 I By Trust ( 6 ) Common Stock 6,153 I By Trust ( 7 ) Common Stock 6,153 I By Trust ( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Margolis Jeff Eliot RESPIRERX PHARMACEUTICALS INC. 126 VALLEY ROAD, SUITE C GLEN ROCK, NJ07452 X X SVP, CFO, Secretary & Teasurer Signatures /s/ Jeff Eliot Margolis 03/24/2020 Signature of Reporting Person Date

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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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