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 *

Margolis Jeff Eliot
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)
VP, Treasurer & Secretary
(Last)          (First)          (Middle)

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

6/16/2016
(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   6/16/2016     J (1)    5000000   D $0   (1) 10134944   D    
Common Stock   6/16/2016     J (1)    5000000   A $0   (1) 5000000   I   By Spouse  

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)   $0.021   6/16/2016     J   (1)       787363      (2) 9/30/2020   Common Stock   787363   $0   (1) 787363   D    
Common Stock Warrants (right to buy)   $0.021   6/16/2016     J   (1)    787363         (2) 9/30/2020   Common Stock   787363   $0   (1) 787363   I   By Spouse  
Common Stock Options (to purchase shares of Common Stock)   $0.0227   6/16/2016     J   (1)       9000000      (3) 3/31/2021   Common Stock   9000000   $0   (1) 15000000   D    
Common Stock Options (to purchase shares of Common Stock)   $0.0227   6/16/2016     J   (1)    9000000         (3) 3/31/2021   Common Stock   9000000   $0   (1) 9000000   I   By Spouse  
Common Stock Options (to purchase shares of Common Stock)   $0.0197   6/16/2016     J   (1)       3000000      (4) 8/18/2022   Common Stock   3000000   $0   (1) 7000000   D    
Common Stock Options (to purchase shares of Common Stock)   $0.0197   6/16/2016     J   (1)    3000000         (4) 8/18/2022   Common Stock   3000000   $0   (1) 3000000   I   By Spouse  
Common Stock Options (to purchase shares of Common Stock)   $0.025   6/16/2016     J   (1)       5000000      (5) 6/30/2022   Common Stock   5000000   $0   (1) 10000000   D    
Common Stock Options (to purchase shares of Common Stock)   $0.025   6/16/2016     J   (1)    5000000         (5) 6/30/2022   Common Stock   5000000   $0   (1) 5000000   I   By Spouse  
Common Stock Options (to purchase shares of Common Stock)   $0.05   6/16/2016     J   (1)       1363637      (6) 7/17/2019   Common Stock   1363637   $0   (1) 1363636   D    
Common Stock Options (to purchase shares of Common Stock)   $0.05   6/16/2016     J   (1)    1363637         (6) 7/17/2019   Common Stock   1363637   $0   (1) 1363637   I   By Spouse  

Explanation of Responses:
( 1)  All dispositions and acquisitions set forth on this Form 4 reflect estate planning transactions. In each case, securities jointly held by Mr. Margolis and his spouse are being transferred so they are held in the spouse's name only.
( 2)  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.
( 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 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.
( 5)  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.
( 6)  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 and exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Margolis Jeff Eliot
C/O RESPIRERX PHARMACEUTICALS INC.
126 VALLEY ROAD, SUITE C
GLEN ROCK, NJ 07452
X
VP, Treasurer & Secretary

Signatures
/s/ Jeff E. Margolis 6/20/2016
** 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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