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

Insider filing report for Changes in Beneficial Ownership

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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	_____ 10% Owner
X __ Officer (give title below)	_____ Other (specify below)
VP, Treasurer & Secretary

(Last)

(First)

(Middle)

C/O RESPIRERX PHARMACEUTICALS INC., 17 PARK AVENUE, #201

3. Date of Earliest Transaction (MM/DD/YY)
01/18/2017

(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

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Options (to purchase shares of Common Stock)	$ 3.9	01/18/2017		A^{( 1 )}		35,000 ^{( 1 )}		^{( 2 )}	01/18/2022	Common Stock	35,000	$ 0	35,000	I	By Trust ^{( 3 )}
Common Stock Options (to purchase shares of Common Stock)	$ 3.9	01/18/2017		A^{( 1 )}		15,000 ^{( 1 )}		^{( 2 )}	01/18/2022	Common Stock	15,000	$ 0	15,000	I	By Trust ^{( 4 )}
Common Stock Warrants (right to buy)	$ 6.9225 ^{( 7 )}							^{( 8 )}	09/30/2020	Common Stock	2,423 ^{( 7 )}		2,423 ^{( 7 )}	I	By Trust ^{( 3 )}
Common Stock Warrants (right to buy)	$ 6.9225 ^{( 7 )}							^{( 8 )}	09/30/2020	Common Stock	2,423 ^{( 7 )}		2,423 ^{( 7 )}	I	By Trust ^{( 5 )}
Common Stock Options (to purchase shares of Common Stock)	$ 7.3775 ^{( 7 )}							^{( 9 )}	03/31/2021	Common Stock	40,000 ^{( 7 )}		40,000 ^{( 7 )}	I	By Trust ^{( 3 )}
Common Stock Options (to purchase shares of Common Stock)	$ 7.3775 ^{( 7 )}							^{( 9 )}	03/31/2021	Common Stock	6,154 ^{( 7 )}		6,154 ^{( 7 )}	I	By Trust ^{( 4 )}
Common Stock Options (to purchase shares of Common Stock)	$ 7.3775 ^{( 7 )}							^{( 9 )}	03/31/2021	Common Stock	21,539 ^{( 7 )}		21,539 ^{( 7 )}	I	By Trust ^{( 6 )}
Common Stock Options (to purchase shares of Common Stock)	$ 7.3775 ^{( 7 )}							^{( 9 )}	03/31/2021	Common Stock	6,154 ^{( 7 )}		6,154 ^{( 7 )}	I	By Trust ^{( 5 )}
Common Stock Options (to purchase shares of Common Stock)	$ 6.396 ^{( 7 )}							^{( 10 )}	08/18/2022	Common Stock	13,847 ^{( 7 )}		13,847 ^{( 7 )}	I	By Trust ^{( 3 )}
Common Stock Options (to purchase shares of Common Stock)	$ 6.396 ^{( 7 )}							^{( 10 )}	08/18/2022	Common Stock	7,693 ^{( 7 )}		7,693 ^{( 7 )}	I	By Trust ^{( 4 )}
Common Stock Options (to purchase shares of Common Stock)	$ 6.396 ^{( 7 )}							^{( 10 )}	08/18/2022	Common Stock	7,693 ^{( 7 )}		7,693 ^{( 7 )}	I	By Trust ^{( 6 )}
Common Stock Options (to purchase shares of Common Stock)	$ 6.396 ^{( 7 )}							^{( 10 )}	08/18/2022	Common Stock	1,539 ^{( 7 )}		1,539 ^{( 7 )}	I	By Trust ^{( 5 )}
Common Stock Options (to purchase shares of Common Stock)	$ 8.125 ^{( 7 )}							^{( 11 )}	06/30/2022	Common Stock	24,616 ^{( 7 )}		24,616 ^{( 7 )}	I	By Trust ^{( 3 )}
Common Stock Options (to purchase shares of Common Stock)	$ 8.125 ^{( 7 )}							^{( 11 )}	06/30/2022	Common Stock	6,154 ^{( 7 )}		6,154 ^{( 7 )}	I	By Trust ^{( 4 )}
Common Stock Options (to purchase shares of Common Stock)	$ 8.125 ^{( 7 )}							^{( 11 )}	06/30/2022	Common Stock	13,847 ^{( 7 )}		13,847 ^{( 7 )}	I	By Trust ^{( 6 )}
Common Stock Options (to purchase shares of Common Stock)	$ 8.125 ^{( 7 )}							^{( 11 )}	06/30/2022	Common Stock	1,539 ^{( 7 )}		1,539 ^{( 7 )}	I	By Trust ^{( 5 )}
Common Stock Options (to purchase shares of Common Stock)	$ 16.25 ^{( 7 )}							^{( 12 )}	07/17/2019	Common Stock	6,994 ^{( 7 )}		6,994 ^{( 7 )}	D
Common Stock Options (to purchase shares of Common Stock)	$ 16.25 ^{( 7 )}							^{( 12 )}	07/17/2019	Common Stock	3,077 ^{( 7 )}		3,077 ^{( 7 )}	I	By Trust ^{( 3 )}
Common Stock Options (to purchase shares of Common Stock)	$ 16.25							^{( 12 )}	07/17/2019	Common Stock	1,119 ^{( 7 )}		1,119 ^{( 7 )}	I	By Trust ^{( 4 )}
Common Stock Options (to purchase shares of Common Stock)	$ 16.25 ^{( 7 )}							^{( 12 )}	07/17/2019	Common Stock	4,196 ^{( 7 )}		4,196 ^{( 7 )}	I	By Trust ^{( 5 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Margolis Jeff Eliot C/O RESPIRERX PHARMACEUTICALS INC. 17 PARK AVENUE, #201 GLEN ROCK, NJ07452	X		VP, Treasurer & Secretary

**Signatures**
/s/ Jeff E. Margolis		01/20/2017
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )These awards were made to the reporting person or his designee and were issued to Trusts at his direction for estate planning purposes.
( 2 )These Common Stock Options vest 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.
( 3 )These securities are held in a trust for the benefit of Mr. Margolis's spouse. Mr. Margolis's spouse is a trustee of the trust.
( 4 )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.
( 5 )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.
( 6 )These securities are held in a trust for the benefit of Mr. Margolis. Mr. Margolis's Spouse is a trustee of the trust.
( 7 )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.
( 8 )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.
( 9 )These Common Stock Options vest 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.
( 10 )These Common Stock Options vest 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.
( 11 )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.
( 12 )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 and exercisable.

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).

Note: 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 Number.

Sec Form 4 Filing - Margolis Jeff Eliot @ RespireRx Pharmaceuticals Inc. - 2017-01-18