SEC Form 4 · accession 0001363763-16-000029

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

Jul 15, 2016

Accepted (ET)

Jul 19, 2016 · 5:52 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	Jul 15, 2016	G	10,134,944	$0.00	D	0	D
Common Stock^F1,F2	Jul 15, 2016	G	10,000,000	$0.00	A	10,000,000	I	By Trust
Common Stock^F1,F3	Jul 15, 2016	G	134,944	$0.00	A	134,944	I	By Trust
Common Stock^F1	Jul 15, 2016	G	5,000,000	$0.00	D	0	I	By Spouse
Common Stock^F1,F5	Jul 15, 2016	G	1,000,000	$0.00	A	1,000,000	I	By Trust
Common Stock^F1,F4	Jul 15, 2016	G	4,000,000	$0.00	A	4,000,000	I	By Trust

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)^F1,F6	$0.021	Jul 15, 2016	G	787,363	D	—	Sep 30, 2020	Common Stock	787,363	0	D
Warrants (right to buy)^F1,F2,F6	$0.021	Jul 15, 2016	G	787,363	A	—	Sep 30, 2020	Common Stock	787,363	787,363	I
Warrants (right to buy)^F1,F6	$0.021	Jul 15, 2016	G	787,363	D	—	Sep 30, 2020	Common Stock	787,363	0	I
Warrants (right to buy)^F1,F4,F6	$0.021	Jul 15, 2016	G	787,363	A	—	Sep 30, 2020	Common Stock	787,363	787,363	I
Common Stock Options (to purchase shares of Common Stock)^F1,F7	$0.0227	Jul 15, 2016	G	15,000,000	D	—	Mar 31, 2021	Common Stock	15,000,000	0	D
Common Stock Options (to purchase shares of Common Stock)^F1,F2,F7	$0.0227	Jul 15, 2016	G	13,000,000	A	—	Mar 31, 2021	Common Stock	13,000,000	13,000,000	I
Common Stock Options (to purchase shares of Common Stock)^F1,F3,F7	$0.0227	Jul 15, 2016	G	2,000,000	A	—	Mar 31, 2021	Common Stock	2,000,000	2,000,000	I
Common Stock Options (to purchase shares of Common Stock)^F1,F7	$0.0227	Jul 15, 2016	G	9,000,000	D	—	Mar 31, 2021	Common Stock	9,000,000	0	I
Common Stock Options (to purchase shares of Common Stock)^F1,F5,F7	$0.0227	Jul 15, 2016	G	7,000,000	A	—	Mar 31, 2021	Common Stock	7,000,000	7,000,000	I
Common Stock Options (to purchase shares of Common Stock)^F1,F4,F7	$0.0227	Jul 15, 2016	G	2,000,000	A	—	Mar 31, 2021	Common Stock	2,000,000	2,000,000	I
Common Stock Options (to purchase shares of Common Stock)^F1,F8	$0.0197	Jul 15, 2016	G	7,000,000	D	—	Aug 18, 2022	Common Stock	7,000,000	0	D
Common Stock Options (to purchase shares of Common Stock)^F1,F2,F8	$0.0197	Jul 15, 2016	G	4,500,000	A	—	Aug 18, 2022	Common Stock	4,500,000	4,500,000	I
Common Stock Options (to purchase shares of Common Stock)^F1,F3,F8	$0.0197	Jul 15, 2016	G	2,500,000	A	—	Aug 18, 2022	Common Stock	2,500,000	2,500,000	I
Common Stock Options (to purchase shares of Common Stock)^F8	$0.0197	Jul 15, 2016	G	3,000,000	D	—	Aug 18, 2022	Common Stock	3,000,000	0	I
Common Stock Options (to purchase shares of Common Stock)^F1,F5,F8	$0.0197	Jul 15, 2016	G	2,500,000	A	—	Aug 18, 2022	Common Stock	2,500,000	2,500,000	I
Common Stock Options (to purchase shares of Common Stock)^F1,F4,F8	$0.0197	Jul 15, 2016	G	500,000	A	—	Aug 18, 2022	Common Stock	500,000	500,000	I
Common Stock Options (to purchase shares of Common Stock)^F1,F9	$0.025	Jul 15, 2016	G	10,000,000	D	—	Jun 30, 2022	Common Stock	10,000,000	0	D
Common Stock Options (to purchase shares of Common Stock)^F1,F2,F9	$0.025	Jul 15, 2016	G	8,000,000	A	—	Jun 30, 2022	Common Stock	8,000,000	8,000,000	I
Common Stock Options (to purchase shares of Common Stock)^F1,F3,F9	$0.025	Jul 15, 2016	G	2,000,000	A	—	Jun 30, 2022	Common Stock	2,000,000	2,000,000	I
Common Stock Options (to purchase shares of Common Stock)^F1,F9	$0.025	Jul 15, 2016	G	5,000,000	D	—	Jun 30, 2022	Common Stock	5,000,000	0	I
Common Stock Options (to purchase shares of Common Stock)^F1,F5,F9	$0.025	Jul 15, 2016	G	4,500,000	A	—	Jun 30, 2022	Common Stock	4,500,000	4,500,000	I
Common Stock Options (to purchase shares of Common Stock)^F1,F4,F9	$0.025	Jul 15, 2016	G	500,000	A	—	Jun 30, 2022	Common Stock	500,000	500,000	I
Common Stock Options (to purchase shares of Common Stock)^F10	$0.05	Jul 15, 2016	G	1,363,636	D	—	Jul 17, 2019	Common Stock	1,363,636	2,272,727	D
Common Stock Options (to purchase shares of Common Stock)^F1,F2,F10	$0.05	Jul 15, 2016	G	1,000,000	A	—	Jul 17, 2019	Common Stock	1,000,000	1,000,000	I
Common Stock Options (to purchase shares of Common Stock)^F1,F3,F10	$0.05	Jul 15, 2016	G	363,636	A	—	Jul 17, 2019	Common Stock	363,636	363,636	I
Common Stock Options (to purchase shares of Common Stock)^F1,F10	$0.05	Jul 15, 2016	G	1,363,637	D	—	Jul 17, 2019	Common Stock	1,363,637	0	I
Common Stock Options (to purchase shares of Common Stock)^F4,F10	$0.05	Jul 15, 2016	G	1,363,637	A	—	Jul 17, 2019	Common Stock	1,363,637	1,363,637	I

Explanation of responses

F1All dispositions and acquisitions set forth on this Form 4 reflect estate planning transactions. The securities are held by trusts for the benefit of Mr. Margolis, his spouse, and their children.
F10These 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.
F2These securities are held in a trust for the benefit of Mr. Margolis's spouse. Mr. Margolis's spouse is a trustee of the trust.
F3These 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.
F4These 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.
F5These securities are held in a trust for the benefit of Mr. Margolis. Mr. Margolis is a trustee of the trust.
F6These 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.
F7These 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.
F8These 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.
F9These 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.