Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
MANUSO JAMES S J
  2. Issuer Name and Ticker or Trading Symbol
RespireRx Pharmaceuticals Inc. [RSPI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
C/O RESPIRERX PHARMACEUTICALS INC., 126 VALLEY ROAD, SUITE C
3. Date of Earliest Transaction (Month/Day/Year)
09/13/2017
(Street)

GLEN ROCK, NJ 07452
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/13/2017   P   1,097 (5) A (1) 74,252 (5) D  

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy) $ 6.83 (5) 09/13/2017   P   2,195 (5)   09/15/2015 09/30/2020 Common Stock 2,195 (5) (1) 2,195 (5) D  
Common Stock Options (to purchase shares of Common Stock) $ 1.45 12/09/2017   J(2)   608,704     (2) 12/09/2022 Common Stock 608,704 (2) 608,704 D  
Common Stock Options (to purchase shares of Common Stock) $ 2               (3) 06/30/2022 Common Stock 50,000   50,000 D  
Common Stock Options (to purchase shares of Common Stock) $ 3.9               (4) 01/17/2022 Commmon Stock 75,000   75,000 D  
COmmon Stock Warrants (right to buy) $ 6.83 (5)             04/07/2016 09/30/2020 Common Stock 36,578 (5)   36,578 (5) D  
Common Stock Warrants (right to buy) $ 6.5 (5)             02/04/2016 02/04/2019 Common Stock 8,093 (5)   8,093 (5) D  
Common Stock Options (to purchase shares of Common Stock) $ 7.3775 (5)               (6) 03/31/2021 Common Stock 81,539 (5)   81,539 (5) D  
Common Stock Options (to purchase shares of Common Stock) $ 6.396 (5)               (7) 08/18/2025 Common Stock 15,634 (5)   15,634 (5) D  
Common Stock Options (to purchase shares of Common Stock) $ 6.396 (5)               (7) 08/18/2025 Common Stock 246,154 (5)   246,154 (5) D  

Reporting Owners

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     President and CEO  

Signatures

 /s/ James S. Manuso   12/12/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Dr. 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.
(2) On 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.
(3) These Common Stock Options vested upon issuance.
(4) These 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.
(5) The 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.
(6) These 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.
(7) These 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.