SEC Form 4 · accession 0001573202-17-000009
RespireRx Pharmaceuticals Inc. · RSPI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James S J Manuso
Officer — President and CEO · Director
Period of report
Sep 13, 2017
Accepted (ET)
Dec 12, 2017 · 6:49 pm EST
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 StockF5,F1 | Sep 13, 2017 | P$0 | 1,097 | — | A | 74,252 | 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)F5,F1 | $6.83 | Sep 13, 2017 | P | 2,195 | A | Sep 15, 2015 | Sep 30, 2020 | Common Stock | 2,195 | 2,195 | D |
| Common Stock Options (to purchase shares of Common Stock)F2 | $1.45 | Dec 9, 2017 | J | 608,704 | A | — | Dec 9, 2022 | Common Stock | 608,704 | 608,704 | D |
| Common Stock Options (to purchase shares of Common Stock)F3 | $2.00 | holding | — | — | — | — | Jun 30, 2022 | Common Stock | 50,000 | 50,000 | D |
| Common Stock Options (to purchase shares of Common Stock)F4 | $3.90 | holding | — | — | — | — | Jan 17, 2022 | Commmon Stock | 75,000 | 75,000 | D |
| COmmon Stock Warrants (right to buy)F5 | $6.83 | holding | — | — | — | Apr 7, 2016 | Sep 30, 2020 | Common Stock | 36,578 | 36,578 | D |
| Common Stock Warrants (right to buy)F5 | $6.50 | holding | — | — | — | Feb 4, 2016 | Feb 4, 2019 | Common Stock | 8,093 | 8,093 | D |
| Common Stock Options (to purchase shares of Common Stock)F5,F6 | $7.3775 | holding | — | — | — | — | Mar 31, 2021 | Common Stock | 81,539 | 81,539 | D |
| Common Stock Options (to purchase shares of Common Stock)F5,F7 | $6.396 | holding | — | — | — | — | Aug 18, 2025 | Common Stock | 15,634 | 15,634 | D |
| Common Stock Options (to purchase shares of Common Stock)F5,F7 | $6.396 | holding | — | — | — | — | Aug 18, 2025 | Common Stock | 246,154 | 246,154 | D |
Explanation of responses
- F1Dr. Manuso purchased shares and warrants in a private transaction for an aggregate of $5,000, or $4.56 per unit, with each unit consisting of one share and warrants to purchase two additional shares of the Company's common stock.
- F2On December 9, 2017, Dr. Manuso 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 $878,360. On that date, the Company granted to Dr. Manuso options to purchase 608,704 shares of the Company's common stock, with a black-scholes value of $1.44 per option and an aggregate value of $878,360. These Common Stock Options vested upon issuance.
- F3These Common Stock Options vested upon issuance.
- F4These 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.
- F5The 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.
- F6These 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.
- F7These Common Stock Options vested 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, and are all currently vested.