Sec Form 4 Filing - MANUSO JAMES S J @ RespireRx Pharmaceuticals Inc. - 2017-09-13

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 MANUSO JAMES S J 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) President and CEO (Last) (First) (Middle) C/O RESPIRERX PHARMACEUTICALS INC., 126 VALLEY ROAD, SUITE C 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2017 (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 Common Stock 09/13/2017 P 1,097 ( 5 ) A 74,252 ( 5 ) 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 Warrants (right to buy) $ 6.83 ( 5 ) 09/13/2017 P 2,195 ( 5 ) 09/15/2015 09/30/2020 Common Stock 2, 195 ( 5 ) ( 1 ) 2,195 ( 5 ) D Common Stock Options (to purchase shares of Common Stock) $ 1.45 12/09/2017 J( 2 ) 608,704 ( 2 ) 12/09/2022 Common Stock 608,704 ( 2 ) 608,704 D Common Stock Options (to purchase shares of Common Stock) $ 2 ( 3 ) 06/30/2022 Common Stock 50,000 50,000 D Common Stock Options (to purchase shares of Common Stock) $ 3.9 ( 4 ) 01/17/2022 Commmon Stock 75,000 75,000 D COmmon Stock Warrants (right to buy) $ 6.83 ( 5 ) 04/07/2016 09/30/2020 Common Stock 36,578 ( 5 ) 36,578 ( 5 ) D Common Stock Warrants (right to buy) $ 6.5 ( 5 ) 02/04/2016 02/04/2019 Common Stock 8,093 ( 5 ) 8,093 ( 5 ) D Common Stock Options (to purchase shares of Common Stock) $ 7.3775 ( 5 ) ( 6 ) 03/31/2021 Common Stock 81,539 ( 5 ) 81,539 ( 5 ) D Common Stock Options (to purchase shares of Common Stock) $ 6.396 ( 5 ) ( 7 ) 08/18/2025 Common Stock 15,634 ( 5 ) 15,634 ( 5 ) D Common Stock Options (to purchase shares of Common Stock) $ 6.396 ( 5 ) ( 7 ) 08/18/2025 Common Stock 246,154 ( 5 ) 246,154 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MANUSO JAMES S J C/O RESPIRERX PHARMACEUTICALS INC. 126 VALLEY ROAD, SUITE C GLEN ROCK, NJ07452 X President and CEO Signatures /s/ James S. Manuso 12/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Dr. Manuso purchased shares and warrants in a private transaction for an aggregate of $5,000, or $4.56 per unit, with each unit consisting of one share and warrants to purchase two additional shares of the Company's common stock. ( 2 )On December 9, 2017, Dr. Manuso forgave all of the accrued but unpaid compensation to which, pursuant to his employment agreement, he was entitled as of September 30, 2017, an aggregate of $878,360. On that date, the Company granted to Dr. Manuso options to purchase 608,704 shares of the Company's common stock, with a black-scholes value of $1.44 per option and an aggregate value of $878,360. These Common Stock Options vested upon issuance. ( 3 )These Common Stock Options vested upon issuance. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )These Common Stock Options vested in three installments: 50 percent on August 18, 2015 (the grant date), 25 percent on February 18, 2016, and 25 percent on August 18, 2016, and are all currently vested.

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