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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
PAPPAJOHN JOHN
   2. Issuer Name and Ticker or Trading Symbol
CNS RESPONSE, INC. [CNSO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
666 WALNUT STREET, SUITE 2116		 3. Date of Earliest Transaction (Month/Day/Year)
08/26/2009
(Street)

DES MOINES, IA 50309		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 (1) 08/26/2009   C   3,333,334 A (1) 3,333,334 D  
Common Stock 08/26/2009   P   3,333,334 A $ 0.3 6,666,668 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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) (1) $ 0.3 08/26/2009   C   1,666,667   08/26/2009 08/26/2014 Common Stock 1,666,667 $ 0 1,666,667 D  
Common Stock Warrants (Right to Buy) (2) $ 0.3 08/26/2009   P   666,667   08/26/2009 08/26/2014 Common Stock 666,667 $ 0 666,667 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PAPPAJOHN JOHN
666 WALNUT STREET
SUITE 2116
DES MOINES, IA 50309		   X   X    

Signatures

 /s/ John Pappajohn   08/31/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On June 12, 2009, the Issuer issued to Mr. Pappajohn a Secured Convertible Promissory Note in the principal amount of $1,000,000. The note provided that in the event the Issuer consummates an equity financing transaction of at least $1,500,000 (excluding any and all notes and other liabilities or indebtedness which are converted) during the term of such note, then the outstanding principal amount on such note shall be automatically converted into the securities issued in the equity financing by dividing such amount by the per share price paid by the investors in such financing. On August 26, 2009, the Issuer raised approximately $2,000,000 in a private placement at a price of $0.30 per share, and Mr. Pappajohn was issued an aggregate of 3,333,334 shares of common stock and a five year non-callable warrant to purchase 1,666,667 shares of the Issuer's common stock at an exercise price of $0.30 per share pursuant to the terms of the note.
(2) Does not include Common Stock Warrant to purchase an aggregate of 1,000,000 shares of Common Stock gifted for no consideration at the time of issuance to certain relatives of Mr. Pappajohn for which he disclaims beneficial ownership.

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