Sec Form 4 Filing - SAPIRSTEIN JAMES @ RespireRx Pharmaceuticals Inc. - 2017-12-09

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
SAPIRSTEIN JAMES
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RESPIRERX PHARMACEUTICALS INC., 126 VALLEY ROAD, SUITE C
3. Date of Earliest Transaction (MM/DD/YY)
12/09/2017
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Options (to purchase shares of Common Stock) $ 1.45 12/09/2017 J( 1 ) 38,114 ( 1 ) 12/09/2022 Common Stock 38,114 ( 1 ) 38,114 D
Common Stock Options (to purchase shares of Common Stock) $ 2 ( 2 ) 06/30/2022 Common Stock 25,000 25,000 D
Common Stock Options (to purchase shares of Common Stock) $ 3.9 ( 3 ) 01/18/2022 Common Stock 25,000 25,000 D
Common Stock Options (to purchase shares of Common Stock) $ 7.3775 ( 4 ) ( 5 ) 03/31/2021 Common Stock 30,770 ( 4 ) 30,770 ( 4 ) D
Common Stock Options (to purchase shares of Common Stock) $ 6.396 ( 4 ) ( 6 ) 08/18/2022 Common Stock 9,231 ( 4 ) 9,231 ( 4 ) D
Common Stock Options (to purchase shares of Common Stock) $ 8.125 ( 4 ) ( 7 ) 06/30/2022 Common Stock 6,154 ( 4 ) 6,154 ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SAPIRSTEIN JAMES
C/O RESPIRERX PHARMACEUTICALS INC.
126 VALLEY ROAD, SUITE C
GLEN ROCK, NJ07452
X
Signatures
/s/ James E. Sapirstein 12/11/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 9, 2017, Mr. Sapirstein forgave all of the accrued but unpaid directors fees to which he was entitled as of September 30, 2017, an aggregate of $55,000. On that date, the Company granted to Mr. Sapirstein options to purchase 38,114 shares of the Company's common stock, with a black-scholes value of $1.44 per option and an aggregate value of $55,000. These Common Stock Options vested upon issuance.
( 2 )These Common Stock Options vested upon issuance.
( 3 )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.
( 4 )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, and are all currently vested.
( 5 )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.
( 6 )These Common Stock Options vested 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, and are all currently vested.
( 7 )The 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.

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