SEC Form 4 · accession 0001363763-16-000026
RespireRx Pharmaceuticals Inc. · RSPI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James S J Manuso
Officer — Preident & CEO · Director
Period of report
Apr 7, 2016
Accepted (ET)
Apr 11, 2016 · 9:01 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 StockF1 | Apr 7, 2016 | J | 11,887,779 | — | A | 23,775,558 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrants (right to buy)F1,F2 | — | Apr 7, 2016 | J | 23,775,558 | D | Aug 28, 2015 | Sep 30, 2020 | Common Stock | 23,775,558 | 0 | D |
| Common Stock Warrants (right to buy)F1 | $0.015 | Apr 7, 2016 | J | 11,887,779 | A | Apr 7, 2016 | Sep 30, 2020 | Common Stock | 11,887,779 | 11,887,779 | D |
| Common Stock Warrants (right to buy) | $0.02 | holding | — | — | — | Feb 4, 2016 | Feb 4, 2019 | Common Stock | 2,630,000 | 2,630,000 | D |
| Common Stock Options (to purchase shares of Common Stock)F3 | $0.0227 | holding | — | — | — | — | Mar 31, 2021 | Common Stock | 26,500,000 | 26,500,000 | D |
| Common Stock Options (to purchase shares of Common Stock)F4 | $0.0197 | holding | — | — | — | — | Aug 18, 2025 | Common Stock | 5,081,300 | 5,081,300 | D |
| Common Stock Options (to purchase shares of Common Stock)F4 | $0.0197 | holding | — | — | — | — | Aug 18, 2025 | Common Stock | 80,000,000 | 80,000,000 | D |
Explanation of responses
- F1On April 7, 2016, the reporting person exchanged, pursuant to an Exchange Agreement, (i) existing Warrants to acquire 23,775,558 shares of Company Common Stock and (ii) cash in the amount of $178,317 for (i) new Warrants to purchase 11,887,779 shares of the Company's Common Stock and (ii) 11,887,779 shares of Common Stock. The original Warrants were not exercised, in whole or in part, but were exchanged pursuant to the terms of the Exchange Agreement.
- F2The reported securities were included within 11,887,779 units purchased by the reporting person for $0.02103 per unit. Each unit consisted of one share of Common Stock and one warrant to purchase two additional shares of Common Stock with an exercise price of $0.02103 for each share of Common Stock to be issued upon exercise of the warrant.
- 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.
- F4These Common Stock Options vest 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.