SEC Form 4 · accession 0001363763-16-000021

RespireRx Pharmaceuticals Inc. · RSPI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeff Eliot Margolis

Officer — VP, Treasurer & Secretary · Director

Period of report

Aug 28, 2015

Accepted (ET)

Apr 4, 2016 · 5:29 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000849636

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Sep 14, 2015	X	507,374	—	A	15,618,816	D
Common Stock^F1	Sep 14, 2015	S$0	483,872	—	D	15,134,944	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants (right to buy)^F4,F2	$0.021	Aug 28, 2015	J	325,022	A	—	Sep 30, 2020	Common Stock	325,022	325,022	D
Warrants (right to buy)^F1	$0.035	Sep 14, 2015	X	507,374	D	—	Sep 15, 2015	Common Stock	507,374	0	D
Warrants (right to buy)^F4,F2	$0.021	Sep 28, 2015	J	309,975	A	—	Sep 30, 2020	Common Stock	309,975	634,997	D
Warrants (right to buy)^F4,F2	$0.021	Nov 2, 2015	J	939,729	A	—	Sep 30, 2020	Common Stock	939,729	1,574,726	D
Common Stock Options (to purchase shares of Common Stock)^F4,F3	$0.0227	Mar 31, 2016	A	24,000,000	A	—	Mar 31, 2021	Common Stock	24,000,000	24,000,000	D
Common Stock Options (to purchase shares of Common Stock)^F4,F5	$0.0197	holding	—	—	—	—	Aug 18, 2022	Common Stock	10,000,000	10,000,000	D
Common Stock Options (to purchase shares of Common Stock)^F4,F6	$0.025	holding	—	—	—	—	Jun 30, 2022	Common Stock	15,000,000	15,000,000	D
Common Stock Options (to purchase shares of Common Stock)^F8,F7	$0.05	holding	—	—	—	—	Jul 17, 2019	Common Stock	5,000,000	5,000,000	D

Explanation of responses

F1On September 14, 2015, the reporting person exercised warrants to purchase 507,374 shares of the registrant's common stock for $0.035 per share. The reporting person paid the exercise price on a cashless basis, resulting in the registrant withholding 483,872 of the warrant shares to pay the exercise price and issuing the reporting person the remaining 23,502 shares. These Warrants were acquired by Mr. Margolis in his capacity as President of Aurora Capital LLC, which served as placement agent in the Company's convertible note and warrant offering, and represent his share of the Placement Agent Warrants awarded in that transaction at each closing. The Warrants were exercisable on September 14, 2015.
F2These Warrants were acquired by Mr. Margolis 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.
F3These 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.
F4Mr. Margolis holds these securities jointly with his spouse.
F5These 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.
F6These 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.
F7These 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.
F8Mr. Margolis holds 2,727,273 of these securities jointly with his spouse.