SEC Form 4 · accession 0001573202-17-000008

RespireRx Pharmaceuticals Inc. · RSPI

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

Reporting owner

Jeff Eliot Margolis

Officer — SVP, Treas., Sec., CFO · Director

Period of report

Dec 9, 2017

Accepted (ET)

Dec 12, 2017 · 6:21 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000849636

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Stock Options (to purchase shares of Common Stock)^F1	$1.45	Dec 9, 2017	J	388,687	A	—	Dec 9, 2022	Common Stock	388,687	388,687	D
Common Stock Options (to purchase shares of Common Stock)^F1	$1.45	Dec 9, 2017	G	250,000	D	—	Dec 9, 2022	Common Stock	250,000	138,687	D
Common Stock Options (to purchase shares of Common Stock)^F6,F1	$1.45	Dec 9, 2017	G	250,000	A	—	Dec 9, 2022	Common Stock	250,000	250,000	I
Common Stock Options (to purchase shares of Common Stock)^F1	$1.45	Dec 9, 2017	G	100,000	D	—	Dec 9, 2022	Common Stock	100,000	38,687	D
Common Stock Options (to purchase shares of Common Stock)^F7,F1	$1.45	Dec 9, 2017	G	100,000	A	—	Dec 9, 2022	Common Stock	100,000	100,000	I
Common Stock Options (to purchase shares of Common Stock)^F1	$1.45	Dec 9, 2017	G	38,687	D	—	Dec 9, 2022	Common Stock	38,687	0	D
Common Stock Options (to purchase shares of Common Stock)^F1	$1.45	Dec 9, 2017	G	38,687	A	—	Dec 9, 2022	Common Stock	38,687	38,687	I
Common Stock Options (to purchase shares of Common Stock)^F1	$1.45	Dec 9, 2017	G	38,687	D	—	Dec 9, 2022	Common Stock	38,687	0	I
Common Stock Options (to purchase shares of Common Stock)^F9,F1	$1.45	Dec 9, 2017	G	38,687	A	—	Dec 9, 2022	Common Stock	38,687	38,687	I
Common Stock Options (to purchase shares of Common Stock)^F3	$2.00	holding	—	—	—	—	Jul 26, 2022	Common Stock	25,000	25,000	D
Common Stock Options (to purchase shares of Common Stock)^F6,F4	$2.00	holding	—	—	—	—	Jun 30, 2022	Common Stock	30,000	30,000	I
Common Stock Options (to purchase shares of Common Stock)^F4	$2.00	holding	—	—	—	—	Jun 30, 2022	Common Stock	20,000	20,000	I
Common Stock Options (to purchase shares of Common Stock)^F6,F5	$3.90	holding	—	—	—	—	Jan 18, 2022	Common Stock	35,000	35,000	I
Common Stock Options (to purchase shares of Common Stock)^F7,F5	$3.90	holding	—	—	—	—	Jan 18, 2022	Common Stock	15,000	15,000	I
Warrants (right to buy)^F10,F6,F11	$6.9225	holding	—	—	—	—	Sep 30, 2020	Common Stock	2,423	2,243	I
Warrants (right to buy)^F10,F8,F11	$6.9225	holding	—	—	—	—	Sep 30, 2020	Common Stock	2,423	2,423	I
Common Stock Options (to purchase shares of Common Stock)^F10,F6,F12	$7.3775	holding	—	—	—	—	Mar 31, 2021	Common Stock	40,000	40,000	I
Common Stock Options (to purchase shares of Common Stock)^F10,F7,F12	$7.3775	holding	—	—	—	—	Mar 31, 2021	Common Stock	6,154	6,154	I
Common Stock Options (to purchase shares of Common Stock)^F10,F9,F12	$7.3775	holding	—	—	—	—	Mar 31, 2021	Common Stock	21,539	21,539	I
Common Stock Options (to purchase shares of Common Stock)^F10,F8,F12	$7.3775	holding	—	—	—	—	Mar 31, 2021	COmmon Stock	6,154	6,154	I
Common Stock Options (to purchase shares of Common Stock)^F10,F6,F13	$6.396	holding	—	—	—	—	Aug 18, 2022	Common Stock	13,847	13,847	I
Common Stock Options (to purchase shares of Common Stock)^F10,F7,F13	$6.396	holding	—	—	—	—	Aug 18, 2022	Common Stock	7,693	7,693	I
Common Stock Options (to purchase shares of Common Stock)^F9,F10,F13	$6.396	holding	—	—	—	—	Aug 18, 2022	Common Stock	7,693	7,693	I
Common Stock Options (to purchase shares of Common Stock)^F10,F8,F13	$6.396	holding	—	—	—	—	Aug 18, 2022	Common Stock	1,539	1,538	I
Common Stock Options (to purchase shares of Common Stock)^F10,F6,F14	$8.125	holding	—	—	—	—	Jun 30, 2022	Common Stock	24,616	24,616	I
Common Stock Options (to purchase shares of Common Stock)^F10,F7,F14	$8.125	holding	—	—	—	—	Jun 30, 2022	Common Stock	6,154	6,154	I
Common Stock Options (to purchase shares of Common Stock)^F10,F9,F14	$8.125	holding	—	—	—	—	Jun 30, 2022	Common Stock	13,847	13,847	I
Common Stock Options (to purchase shares of Common Stock)^F10,F8,F14	$8.125	holding	—	—	—	—	Jun 30, 2022	Common Stock	1,539	1,539	I
Common Stock Options (to purchase shares of Common Stock)^F10,F15	$16.25	holding	—	—	—	—	Jul 17, 2019	Common Stock	6,994	6,994	D
Common Stock Options (to purchase shares of Common Stock)^{F10,F6,F7,F8,F15}	$16.25	holding	—	—	—	—	Jul 17, 2019	Common Stock	8,392	8,392	I

Explanation of responses

F1On December 9, 2017, Mr. Margolis 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 $560,876. On that date, the Company granted Mr. Margolis options to purchase 388,687 shares of the Company's common stock, with a black-scholes value of $1.44 per option and an aggregate value of $560,876. These Common Stock Options vested upon issuance.
F10The 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.
F11These 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.
F12These 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.
F13These 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.
F14These 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.
F15These Common Stock Options vested in three equal installments on July 17, 2014, September 30, 2014 and December 31, 2014, and are all currently vested.
F2These dispositions and acquisitions reflect estate planning transactions. These securities are being contributed to trusts for the benefit of Mr. Margolis, his spouse and his children, as specified.
F3These Common Stock Options vested in three installments: 25 percent on July 26, 2017 (the grant date), 25 percent on September 30, 2017, and 50 percent on December 31, 2017.
F4These Common Stock Options vested upon issuance.
F5These 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.
F6These securities are held in a trust for the benefit of Mr. Margolis's spouse. Mr. Margolis's spouse is a trustee of the trust.
F7These 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.
F8These 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.
F9These securities are held in a trust for the benefit of Mr. Margolis. Mr. Margolis is a trustee of the trust.