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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) | $ 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 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 |
/s/ James S. Manuso | 12/12/2017 | |
**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) | 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. |