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)
SVP, CFO, Sec. & Treasurer
(Last)          (First)          (Middle)

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

7/26/2017
(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

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 Options (to purchase shares of Common Stock)   $2   7/26/2017     A   (1)    25000         (1) 7/26/2022   Common Stock   25000   $0   25000   D    
Common Stock Options (to purchase shares of Common Stock)   $2                      (2) 6/30/2022   Common Stock   30000     30000   I   By Trust   (7)
Common Stock Options (to purchase shares of Common Stock)   $2                      (2) 6/30/2022   Common Stock   20000     20000   I   By Spouse  
Common Stock Options (to purchase shares of Common Stock)   $3.9                      (3) 1/18/2022   Common Stock   35000     35000   I   By Trust   (4)
Common Stock Options (to purchase shares of Common Stock)   $3.9                      (3) 1/18/2022   Common Stock   15000     15000   I   By Trust   (7)
Warrants (right to buy)   $6.9225   (8)                    (9) 9/30/2020   Common Stock   2423   (8)   2423   (8) I   By Trust   (4)
Warrant (right to buy)   $6.9225   (8)                    (9) 9/30/2020   Common Stock   2423   (8)   2423   (8) I   By Trust   (6)
Common Stock Options (to purchase shares of Common Stock)   $7.3775   (8)                    (10) 3/31/2021   Common Stock   40000   (8)   40000   (8) I   By Trust   (4)
Common Stock Options (to purchase shares of Common Stock)   $7.3775   (8)                    (10) 3/31/2021   Common Stock   6154   (8)   6154   (8) I   By Trust   (5)
Common Stock Options (to purchase shares of Common Stock)   $7.3775   (8)                    (10) 3/31/2021   Common Stock   21539   (8)   21539   (8) I   By Trust   (7)
Common Stock Options (to purchase shares of Common Stock)   $7.3775   (8)                    (10) 3/31/2021   Common Stock   6154   (8)   6154   (8) I   By Trust   (6)
Common Stock Options (to purchase shares of Common Stock)   $6.396   (8)                    (11) 8/18/2022   Common Stock   13847   (8)   13847   (8) I   By Trust   (4)
Common Stock Options (to purchase shares of Common Stock)   $6.396   (8)                    (11) 8/18/2022   Common Stock   7693   (8)   7693   (8) I   By Trust   (5)
Common Stock Options (to purchase shares of Common Stock)   $6.396   (8)                    (11) 8/18/2022   Common Stock   7693   (8)   7693   (8) I   By Trust   (7)
Common Stock Options (to purchase shares of Common Stock)   $6.396   (8)                    (11) 8/18/2022   Common Stock   1539   (8)   1539   (8) I   By Trust   (6)
Common Stock Options (to purchase shares of Common Stock)   $8.125   (8)                    (12) 6/30/2022   Common Stock   24616   (8)   24616   (8) I   By Trust   (4)
Common Stock Options (to purchase shares of Common Stock)   $8.125   (8)                    (12) 6/30/2022   Common Stock   6154   (8)   6154   (8) I   By Trust   (5)
Common Stock Options (to purchase shares of Common Stock)   $8.125   (8)                    (12) 6/30/2022   Common Stock   13847   (8)   13847   (8) I   By Trust   (7)
Common Stock Options (to purchase shares of Common Stock)   $8.125   (8)                    (12) 6/30/2022   Common Stock   1539   (8)   1539   (8) I   By Trust   (6)
Common Stock Options (to purchase shares of Common Stock)   $16.25   (8)                    (13) 7/17/2019   Common Stock   6994   (8)   6994   (8) D    
Common Stock Options (to purchase shares of Common Stock)   $16.25   (8)                    (13) 7/17/2019   Common Stock   3077   (8)   3077   (8) I   By Trust   (4)
Common Stock Options (to purchase shares of Common Stock)   $16.25   (8)                    (13) 7/17/2019   Common Stock   1119   (8)   1119   (8) I   By Trust   (5)
Common Stock Options (to purchase shares of Common Stock)   $16.25   (8)                    (13) 7/17/2019   Common Stock   4196   (8)   4196   (8) I   By Trust   (6)

Explanation of Responses:
(1)  These Common Stock Options vest 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.
(2)  These Common Stock Options vested upon issuance. 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.
(3)  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.
(4)  These securities are held in a trust for the benefit of Mr. Margolis's spouse. Mr. Margolis is a trustee of the trust.
(5)  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.
(6)  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.
(7)  These securities are held in a trust for the benefit of Mr. Margolis. Mr. Margolis's spouse is a trustee of the trust.
(8)  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.
(9)  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.
(10)  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.
(11)  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.
(12)  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.
(13)  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.

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
SVP, CFO, Sec. & Treasurer

Signatures
/s/ Jeff Eliot Margolis 7/28/2017
** 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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