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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Warrants (right to buy) | (2) | 04/07/2016 | J(1) | 23,775,558 | 08/28/2015 | 09/30/2020 | Common Stock | 23,775,558 | (1) | 0 | D | ||||
Common Stock Warrants (right to buy) | $ 0.015 | 04/07/2016 | J(1) | 11,887,779 | 04/07/2016 | 09/30/2020 | Common Stock | 11,887,779 | (1) | 11,887,779 | D | ||||
Common Stock Warrants (right to buy) | $ 0.02 | 02/04/2016 | 02/04/2019 | Common Stock | 2,630,000 | 2,630,000 | D | ||||||||
Common Stock Options (to purchase shares of Common Stock) | $ 0.0227 | (3) | 03/31/2021 | Common Stock | 26,500,000 | 26,500,000 | D | ||||||||
Common Stock Options (to purchase shares of Common Stock) | $ 0.0197 | (4) | 08/18/2025 | Common Stock | 5,081,300 | 5,081,300 | D | ||||||||
Common Stock Options (to purchase shares of Common Stock) | $ 0.0197 | (4) | 08/18/2025 | Common Stock | 80,000,000 | 80,000,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MANUSO JAMES S J C/O RESPIRERX PHARMACEUTICALS INC. 126 VALLEY ROAD, SUITE C GLEN ROCK, NJ 07452 |
X | Preident & CEO |
/s/ James S. J. Manuso | 04/11/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On 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. |
(2) | The 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. |
(3) | These 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. |
(4) | These 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. |