Sec Form 4 Filing - Brandt Leonard J. @ CNS RESPONSE, INC. - 2009-08-26

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 Brandt Leonard J. 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) 28911 VIA HACIENDA 3. Date of Earliest Transaction (MM/DD/YY) 08/26/2009 (Street) SAN JUAN CAPISTRANO, CA92675 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 08/26/2009 C 956,164 A $ 0.27 956,164 I Brandt Ventures Common Stock 540,000 ( 1 ) I Brandt's children Common Stock 7,394,631 D

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 Common Stock Warrant $ 0.3 08/26/2009 C 478,082 08/26/2009 08/26/2019 Common Stock 478,082 $ 0.27 478,082 I Brandt Ventures Common Stock Warrrant $ 0.59 10/31/2006 10/31/2011 Common Stock 601,646 601,646 D Option (Right to Buy) $ 1.09 08/08/2007( 2 ) 08/08/2017 Common Stock 968,889 968,889 D Option (Right to Buy) $ 1.2 08/08/2007( 3 ) 08/08/2017 Common Stock 333,611 333,611 D Secured Promissory Note $ 0.27 08/26/2009 08/26/2009 C 08/26/2009 08/26/2009 Common Stock and Warrants 1,434,246 ( 4 ) $ 250,000 $ 0 I Brandt Ventures

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brandt Leonard J. 28911 VIA HACIENDA SAN JUAN CAPISTRANO, CA92675 X X Signatures Leonard J. Brandt 08/28/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admisssion that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 2 )The options to purchase 968,889 shares vest as follows: options to purchase 269,357 shares vested on August 8, 2007, options to purchase 135,675 shares vested in equal monthly amounts of 27,135 shares over 5 months beginning on August 31, 2007; options to purchase 543,726 shares vest in equal monthly amounts of 20,138 shares over 27 months beginning on January 31,2008; and the remaining options to purchase 20,131 shares vest on April 30, 2010. ( 3 )The options to purchase 333,611 shares vest as follows: options to purchase 83,403 shares vested on August 8, 2007, options to purchase 243,250 shares vest in equal monthly amounts of 6,950 shares over 35 months commencing on January 31, 2008; and the remaining options to purchase 6,958 vest on December 31, 2010. ( 4 )Consists of 956,164 shares of Common Stock and 478,082 shares reserved for issuance upon exercise of warrants to purchase Common Stock.

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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