Sec Form 4 Filing - JONES DAVID B @ CNS RESPONSE, INC. - 2011-02-28

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 JONES DAVID B 2. Issuer Name and Ticker or Trading Symbol CNS RESPONSE, INC. [ CNSO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CNS RESPONSE, INC., 85 ENTERPRISE, SUITE 410 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2011 (Street) ALISO VIEJO, CA92656 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

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 Convertible Promissory Note $ 0.3 02/28/2011 A 187,500 02/28/2011 02/28/2012 Common Stock 625,000 ( 1 ) 187,500 I See Footnote ( 2 ) Common Stock Warrant $ 0.3 02/28/2011 A 312,500 02/28/2011 02/28/2018 Common Stock 312,500 ( 1 ) 312,500 I See Footnote ( 2 ) Convertible Promissory Note $ 0.3 02/28/2011 A 62,500 02/28/2011 02/28/2012 Common Stock 208,333 ( 1 ) 62,500 I See Footnote ( 3 ) Common Stock Warrant $ 0.3 02/28/2011 A 104,166 02/28/2011 02/28/2018 Common Stock 104,166 ( 1 ) 104,166 I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JONES DAVID B C/O CNS RESPONSE, INC. 85 ENTERPRISE, SUITE 410 ALISO VIEJO, CA92656 X X Signatures /s/ David B. Jones 03/02/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 28, 2011 the issuer issued (i) a subordinated convertible promissory note in the aggregate principal amount of $187,500 and warrants to purchase 312,500 shares of common stock to SAIL Venture Partners, LP and (ii) a subordinated convertible promissory note in the aggregate principal amount of $62,500 and warrants to purchase 104,166 shares of common stock to SAIL 2010 Co-Investment Partners, LP. These notes and warrants were issued in return for payments of $187,500 and $62,500 from the respective entities. ( 2 )The Reporting Person is a managing partner of SAIL Venture Partners, LP. ( 3 )The Reporting Person is a managing partner of SAIL 2010 Co-Investment Partners, LP.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** 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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