0001493152-20-018818.txt : 20201002 0001493152-20-018818.hdr.sgml : 20201002 20201002154700 ACCESSION NUMBER: 0001493152-20-018818 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200930 FILED AS OF DATE: 20201002 DATE AS OF CHANGE: 20201002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Margolis Jeff Eliot CENTRAL INDEX KEY: 0001573202 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16467 FILM NUMBER: 201219800 MAIL ADDRESS: STREET 1: C/O AURORA CAPITAL LLC STREET 2: 17 PARK AVENUE, #201 CITY: NEW YORK STATE: NY ZIP: 10016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RespireRx Pharmaceuticals Inc. CENTRAL INDEX KEY: 0000849636 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330303583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 126 VALLEY ROAD STREET 2: SUITE C CITY: GLEN ROCK STATE: NJ ZIP: 07452 BUSINESS PHONE: (201) 444-4947 MAIL ADDRESS: STREET 1: 126 VALLEY ROAD STREET 2: SUITE C CITY: GLEN ROCK STATE: NJ ZIP: 07452 FORMER COMPANY: FORMER CONFORMED NAME: CORTEX PHARMACEUTICALS INC/DE/ DATE OF NAME CHANGE: 19920703 4 1 ownership.xml X0306 4 2020-09-30 0 0000849636 RespireRx Pharmaceuticals Inc. RSPI 0001573202 Margolis Jeff Eliot C/O RESPIRERX PHARMACEUTICALS INC. 126 VALLEY ROAD, SUITE C GLEN ROCK NJ 07452 1 1 1 0 SVP, CFO, Secret'y & Treasurer Common Stock 2020-09-30 4 C 0 91871094 A 96151863 I By Trust Common Stock 2020-09-30 4 C 0 5017144 A 5142351 I By Trust Common Stock 2020-09-30 4 C 0 5017144 A 5142351 I By Trust Series H Preferred Stock 0.0064 2020-09-30 4 J 0 150 A 2020-09-30 2023-09-30 Conversion Units 23437500 150 D Series H Preferred Stock 0.0064 2020-09-30 4 G 0 136 0 D 2020-09-30 2023-09-30 Conversion Units 21250000 14 D Series H Preferred Stock 0.0064 2020-09-30 4 G 0 136 0 A 2020-09-30 2023-09-30 Conversion Units 21250000 587.975 I By Trust Series H Preferred Stock 0.0064 2020-09-30 4 G 0 7 0 D 2020-09-30 2023-09-30 Conversion Units 1093750 7 D Series H Preferred Stock 0.0064 2020-09-30 4 G 0 7 0 A 2020-09-30 2023-09-30 Conversion Units 1093750 32.110 I By Trust Series H Preferred Stock 0.0064 2020-09-30 4 G 0 7 0 D 2020-09-30 2023-09-30 Conversion Units 1093750 0 D Series H Preferred Stock 0.0064 2020-09-30 4 G 0 7 0 A 2020-09-30 2023-09-30 Conversion Units 1093750 32.110 I By Trust Warrants (to purchase Common Stock) 0.007 2020-09-30 4 C 0 91871094 A 2020-09-30 2023-09-30 Common Stock 91871094 91871094 I By Trust Warrants (to purchase Common Stock) 0.007 2020-09-30 4 C 0 5017144 A 2020-09-30 2023-09-30 Common Stock 5017144 5017144 I By Trust Warrants (to purchase Common Stock) 0.007 2020-09-30 4 C 0 5017144 A 2020-09-30 2023-09-30 Common Stock 5017144 5017144 I By Trust On September 30, 2020, each of the trusts into which Mr. Margolis transferred shares of the Company's Series H 2% Voting, Non-Participating, Convertible Preferred Stock ("Series H Preferred") converted all of their outstanding shares of the Series H Preferred into a total of 101,905,382 Conversion Units comprising 101,905,382 shares of the common stock of the Company and 101,905,382 warrants exercisable into 101,905,382 shares of the common stock of the Company. These securities are held by a family trust for the benefit of Mr. Margolis's spouse. Mr. Margolis's spouse is a trustee of the trust. 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. These securities are held by a family trust for the benefit of Mr. Margolis's son. Mr. Margolis's spouse is a trustee of the trust. 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. These securities are held by a family trust for the benefit of Mr. Margolis's daughter. Mr. Margolis's spouse is a trustee of the trust. 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. The full designation of this class of preferred stock is "Series H 2% Voting, Non-Participating, Convertible Preferred Stock". On September 30, 2020, Mr. Margolis agreed to forgive a portion of accrued compensation owing from RespireRx Pharmaceuticals Inc. (the "Company") equal to $150,000, and in exchange, the Company issued to Mr. Margolis 150 shares of Series H Preferred stock, which equates to a per share value of $1,000.00 per share. Each Conversion Unit consists of one share of the common stock of the Company, and one warrant exercisable into one share of the common stock of the Company (such warrant having an initial exercise price of $0.007 per share, and terminating on September 30, 2023). These dispositions and acquisitions reflect estate planning transactions. These securities are being contributed to trusts for the benefit of Mr. Margolis' spouse and children, as specified. This reflects the 136 Series H Preferred shares transferred on September 30, 2020, plus 450 Series H Preferred shares previously transferred to the trust on July 13, 2020, plus 1.975 additional dividend shares of Series H Preferred on the 450 Series H Preferred shares held since July 13, 2020. Mr. Margolis gifted these securities into a family trust for the benefit of Mr. Margolis's spouse. Mr. Margolis's spouse is a trustee of the trust. 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. This reflects the 7 Series H Preferred shares transferred on September 30, 2020, plus 25 Series H Preferred shares previously transferred to the trust on July 13, 2020, plus 0.1097222 additional dividend shares of Series H Preferred on the 25 Series H Preferred shares held since July 13, 2020. Mr. Margolis gifted these securities into a family trust for the benefit of his son. Mr. Margolis's spouse is a trustee of the trust. 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. This reflects the 7 Series H Preferred shares transferred on September 30, 2020, plus 25 Series H Preferred shares previously transferred to the trust on July 13, 2020, plus 0.1097222 additional dividend shares of Series H Preferred on the 25 Series H Preferred shares held since July 13, 2020. Mr. Margolis gifted these securities into a family trust for the benefit of his daughter. Mr. Margolis's spouse is a trustee of the trust. 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. /s/ Jeff Eliot Margolis 2020-10-02