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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)
Preident & CEO
(Last)          (First)          (Middle)

C/O RESPIRERX PHARMACEUTICALS INC., 126 VALLEY ROAD, SUITE C
3. Date of Earliest Transaction (MM/DD/YYYY)

4/7/2016
(Street)

GLEN ROCK, NJ 07452
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/7/2016     J (1)    11887779   A   (1) 23775558   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)     (2) 4/7/2016     J   (1)       23775558    8/28/2015   9/30/2020   Common Stock   23775558     (1) 0   D    
Common Stock Warrants (right to buy)   $0.015   4/7/2016     J   (1)    11887779       4/7/2016   9/30/2020   Common Stock   11887779     (1) 11887779   D    
Common Stock Warrants (right to buy)   $0.02                    2/4/2016   2/4/2019   Common Stock   2630000     2630000   D    
Common Stock Options (to purchase shares of Common Stock)   $0.0227                      (3) 3/31/2021   Common Stock   26500000     26500000   D    
Common Stock Options (to purchase shares of Common Stock)   $0.0197                      (4) 8/18/2025   Common Stock   5081300     5081300   D    
Common Stock Options (to purchase shares of Common Stock)   $0.0197                      (4) 8/18/2025   Common Stock   80000000     80000000   D    

Explanation of Responses:
( 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.

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
Preident & CEO

Signatures
/s/ James S. J. Manuso 4/11/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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