0001573202-17-000008.txt : 20171212 0001573202-17-000008.hdr.sgml : 20171212 20171212182139 ACCESSION NUMBER: 0001573202-17-000008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171209 FILED AS OF DATE: 20171212 DATE AS OF CHANGE: 20171212 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: 171252696 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 primary_doc.xml PRIMARY DOCUMENT X0306 4 2017-12-09 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 0 0 SVP, Treas., Sec., CFO Common Stock Options (to purchase shares of Common Stock) 1.45 2017-12-09 4 J 0 388687 A 2022-12-09 Common Stock 388687 388687 D Common Stock Options (to purchase shares of Common Stock) 1.45 2017-12-09 4 G 0 250000 0 D 2022-12-09 Common Stock 250000 138687 D Common Stock Options (to purchase shares of Common Stock) 1.45 2017-12-09 4 G 0 250000 0 A 2022-12-09 Common Stock 250000 250000 I By Trust Common Stock Options (to purchase shares of Common Stock) 1.45 2017-12-09 4 G 0 100000 0 D 2022-12-09 Common Stock 100000 38687 D Common Stock Options (to purchase shares of Common Stock) 1.45 2017-12-09 4 G 0 100000 0 A 2022-12-09 Common Stock 100000 100000 I By Trusts Common Stock Options (to purchase shares of Common Stock) 1.45 2017-12-09 4 G 0 38687 0 D 2022-12-09 Common Stock 38687 0 D Common Stock Options (to purchase shares of Common Stock) 1.45 2017-12-09 4 G 0 38687 0 A 2022-12-09 Common Stock 38687 38687 I By Spouse Common Stock Options (to purchase shares of Common Stock) 1.45 2017-12-09 4 G 0 38687 0 D 2022-12-09 Common Stock 38687 0 I By Spouse Common Stock Options (to purchase shares of Common Stock) 1.45 2017-12-09 4 G 0 38687 0 A 2022-12-09 Common Stock 38687 38687 I By Trust Common Stock Options (to purchase shares of Common Stock) 2 2022-07-26 Common Stock 25000 25000 D Common Stock Options (to purchase shares of Common Stock) 2 2022-06-30 Common Stock 30000 30000 I By Trust Common Stock Options (to purchase shares of Common Stock) 2 2022-06-30 Common Stock 20000 20000 I By Spouse Common Stock Options (to purchase shares of Common Stock) 3.9 2022-01-18 Common Stock 35000 35000 I By Trust Common Stock Options (to purchase shares of Common Stock) 3.9 2022-01-18 Common Stock 15000 15000 I By Trusts Warrants (right to buy) 6.9225 2020-09-30 Common Stock 2423 2243 I By Trust Warrants (right to buy) 6.9225 2020-09-30 Common Stock 2423 2423 I By Trusts Common Stock Options (to purchase shares of Common Stock) 7.3775 2021-03-31 Common Stock 40000 40000 I By Trust Common Stock Options (to purchase shares of Common Stock) 7.3775 2021-03-31 Common Stock 6154 6154 I By Trusts Common Stock Options (to purchase shares of Common Stock) 7.3775 2021-03-31 Common Stock 21539 21539 I By Trust Common Stock Options (to purchase shares of Common Stock) 7.3775 2021-03-31 COmmon Stock 6154 6154 I By Trusts Common Stock Options (to purchase shares of Common Stock) 6.396 2022-08-18 Common Stock 13847 13847 I By Trust Common Stock Options (to purchase shares of Common Stock) 6.396 2022-08-18 Common Stock 7693 7693 I By Trusts Common Stock Options (to purchase shares of Common Stock) 6.396 2022-08-18 Common Stock 7693 7693 I By Trust Common Stock Options (to purchase shares of Common Stock) 6.396 2022-08-18 Common Stock 1539 1538 I By Trusts Common Stock Options (to purchase shares of Common Stock) 8.125 2022-06-30 Common Stock 24616 24616 I By Trust Common Stock Options (to purchase shares of Common Stock) 8.125 2022-06-30 Common Stock 6154 6154 I By Trust Common Stock Options (to purchase shares of Common Stock) 8.125 2022-06-30 Common Stock 13847 13847 I By Trust Common Stock Options (to purchase shares of Common Stock) 8.125 2022-06-30 Common Stock 1539 1539 I By Trusts Common Stock Options (to purchase shares of Common Stock) 16.25 2019-07-17 Common Stock 6994 6994 D Common Stock Options (to purchase shares of Common Stock) 16.25 2019-07-17 Common Stock 8392 8392 I By Trust On December 9, 2017, Mr. Margolis 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 $560,876. On that date, the Company granted Mr. Margolis options to purchase 388,687 shares of the Company's common stock, with a black-scholes value of $1.44 per option and an aggregate value of $560,876. These Common Stock Options vested upon issuance. These dispositions and acquisitions reflect estate planning transactions. These securities are being contributed to trusts for the benefit of Mr. Margolis, his spouse and his children, as specified. These Common Stock Options vested in three installments: 25 percent on July 26, 2017 (the grant date), 25 percent on September 30, 2017, and 50 percent on December 31, 2017. These Common Stock Options vested upon issuance. 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. These securities are held in a trust for the benefit of Mr. Margolis's spouse. Mr. Margolis's spouse is a trustee of the trust. These securities are held in trusts for the benefit of Mr. Margolis's children. Mr. Margolis's spouse is a trustee of these trusts. 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 in trusts for the benefit of Mr. Margolis's children. Mr. Margolis is a trustee of these trusts. 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 in a trust for the benefit of Mr. Margolis. Mr. Margolis is a trustee of the trust. 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. These Warrants were acquired by Mr. Margolis and his spouse in his capacity as President of Aurora Capital LLC, which served as placement agent in the Company's unit offering with each unit consisting of one share of common stock and warrants to purchase two additional shares of common stock, and represent his share of the Placement Agent Warrants awarded at each closing of that transaction. The warrants are currently exercisable. 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. These Common Stock Options vested in four equal installments: 25 percent on December 31, 2015, 25 percent on March 31, 2016, 25 percent on June 30, 2016, and 25 percent on September 30, 2016, and are all currently vested. These Common Stock Options vested in three installments: 50 percent on June 30, 2015, 25 percent on September 30, 2015, and 25 percent on December 31, 2015, and are all currently vested and exercisable. These Common Stock Options vested in three equal installments on July 17, 2014, September 30, 2014 and December 31, 2014, and are all currently vested. /s/ Jeff Eliot Margolis 2017-12-12