FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Jones Timothy L.

(Last) (First) (Middle)
C/O RESPIRERX PHARMACEUTICALS INC.
126 VALLEY ROAD, SUITE C

(Street)
GLEN ROCK NJ 07452

(City) (State) (Zip)
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)
CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 09/30/2020 C(1) 4,409,063 A (1) 4,409,063 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Series H Preferred Stock(2) $0.0064 09/30/2020 J(3) 28.218 09/30/2020 09/30/2023 Conversion Units(4) 4,409,063 (3) 28.218 D
Series H Preferred Stock(2) $0.0064 09/30/2020 C 28.218 09/30/2020 09/30/2023 Conversion Units(4) 4,409,063 (3) 0 D
Warrants (to purchase Common Stock) $0.007 09/30/2020 C(1) 4,409,063 09/30/2020 09/30/2023 Common Stock 4,409,063 (1) 4,409,063 D
Explanation of Responses:
1. On September 30, 2020, Mr. Jones converted his outstanding shares of the Company's Series H 2% Voting, Non-Participating, Convertible Preferred Stock ("Series H Preferred") into 4,409,063 Conversion Units comprising 4,409,063 shares of the common stock of the Company and 4,409,063 warrants exercisable into 4,409,063 shares of the common stock of the Company.
2. The full designation of this class of preferred stock is "Series H 2% Voting, Non-Participating, Convertible Preferred Stock".
3. On September 30, 2020, Mr. Jones agreed to forgive a portion of accrued compensation owing from RespireRx Pharmaceuticals Inc. (the "Company") equal to $28,218, and in exchange, the Company issued to Mr. Jones 28.218 shares of Series H Preferred stock, which equates to a per share value of $1,000.00 per share.
4. Each Conversion Unit ("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).
/s/ Timothy Jones 10/02/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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