SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

CNS Response, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

12619C200

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)


CUSIP No. 12619C200		13G/A		Page 2 of 13


1	NAME OF REPORTING PERSONS Highland Long/Short Healthcare Fund (f/k/a Pyxis Long/Short Healthcare Fund)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 3,982,698**
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 3,982,698**
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,982,698**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.1%**
12	TYPE OF REPORTING PERSON* IV, OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.


CUSIP No. 12619C200		13G/A		Page 3 of 13


1	NAME OF REPORTING PERSONS Highland Capital Management Fund Advisors, L.P. (f/k/a Pyxis Capital, L.P.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,982,698**
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,982,698**
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,982,698**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.1%**
12	TYPE OF REPORTING PERSON* IA, PN

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.


CUSIP No. 12619C200		13G/A		Page 4 of 13


1	NAME OF REPORTING PERSONS Strand Advisors XVI, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,982,698**
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,982,698**
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,982,698**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.1%**
12	TYPE OF REPORTING PERSON* HC, CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.


CUSIP No. 12619C200		13G/A		Page 5 of 13


1	NAME OF REPORTING PERSONS Cummings Bay Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 4,710,859**
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 4,710,859**
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,710,859**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.9%**
12	TYPE OF REPORTING PERSON* IA, PN

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.


CUSIP No. 12619C200		13G/A		Page 6 of 13


1	NAME OF REPORTING PERSONS Cummings Bay Capital Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 4,710,859**
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 4,710,859**
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,710,859**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.9%**
12	TYPE OF REPORTING PERSON* HC, OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.


CUSIP No. 12619C200		13G/A		Page 7 of 13


1	NAME OF REPORTING PERSONS Highland Capital Management Services, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 4,710,859**
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 4,710,859**
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,710,859**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.9%**
12	TYPE OF REPORTING PERSON* HC, CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.


CUSIP No. 12619C200		13G/A		Page 8 of 13


1	NAME OF REPORTING PERSONS James D. Dondero
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 4,710,859**
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 4,710,859**
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,710,859**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.9%**
12	TYPE OF REPORTING PERSON* IV, OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.

SCHEDULE 13G/A

This Amendment No. 2 to the Schedule 13G (this “Amendment”) is being filed on behalf of Highland Long/Short Healthcare Fund (f/k/a Pyxis Long/Short Healthcare Fund), a series of Highland Funds I (f/k/a Pyxis Funds I), a Delaware statutory trust (the “Long/Short Fund”), Highland Capital Management Fund Advisors, L.P. (f/k/a Pyxis Capital, L.P.), a Delaware limited partnership (“Highland Fund Advisors”), Strand Advisors XVI, Inc., a Delaware corporation (“Strand XVI”), Cummings Bay Capital Management, L.P., a Delaware limited partnership (the “Adviser”), Cummings Bay Capital Management GP, LLC, a Delaware limited liability company (the “GP”), Highland Capital Management Services, Inc., a Delaware corporation (“Highland Services”), and James D. Dondero (collectively, the “Reporting Persons”). This Amendment modifies the original Schedule 13G filed with the Securities and Exchange Commission on January 6, 2012, as subsequently amended on February 13, 2013 (together, the “Original 13G”) by the Reporting Persons.

Brad Ross is the President of Strand XVI, and James D. Dondero is the President of Highland Services. Strand XVI is the general partner of Highland Fund Advisors. Highland Fund Advisors is the investment advisor to the Long/Short Fund. Highland Services is the sole member of the GP. The GP is the general partner of the Adviser. The Adviser serves as the sub-advisor to the Long/Short Fund and the advisor and/or sub-advisor to certain other private investment funds and managed accounts (together with the Long/Short Fund, the “Funds”). This Amendment relates to shares of Common Stock, $0.001 par value (the “Common Stock”), of CNS Response, Inc., a Delaware corporation (the “Issuer”), held by the Funds.

Item 2(a)

Name of Person Filing.

Item 2(a) of the Original 13G is hereby amended and restated to read as follows:

(1)

Highland Long/Short Healthcare Fund

(2)

Highland Capital Management Fund Advisors, L.P.

(3)

Strand Advisors XVI, Inc.

(4)

Cummings Bay Capital Management, L.P.

(5)

Cummings Bay Capital Management GP, LLC

(6)

Highland Capital Management Services, Inc.

(7)

James D. Dondero

Item 2(c)

Citizenship or Place of Organization.

Item 2(c) of the Original 13G is hereby amended and restated to read as follows:

(1)

Highland Long/Short Healthcare Fund is a series of Highland Funds I, a Delaware statutory trust.

(2)

Highland Capital Management Fund Advisors, L.P. is a Delaware limited partnership.

(3)

Strand Advisors XVI, Inc. is a Delaware corporation.

(4)

Cummings Bay Capital Management, L.P. is a Delaware limited partnership.

(5)

Cummings Bay Capital Management GP, LLC is a Delaware limited liability company.

(6)

Highland Capital Management Services, Inc. is a Delaware corporation.

(7)

James D. Dondero is a U.S. citizen.

Item 2(e)

CUSIP Number.

Item 2(e) of the Original 13G is hereby amended and restated to read as follows:

12619C200

Item 4

Ownership.

Item 4 of the Original 13G is hereby amended and restated to read as follows:

(a)

The Long/Short Fund may be deemed the beneficial owner of 3,982,698 shares of Common Stock that it holds directly. Highland Fund Advisors and Strand XVI may be deemed the beneficial owners of the 3,982,698 shares of Common Stock held by the Long/Short Fund. The Adviser, the GP, Highland Services and Mr. Dondero may be deemed the beneficial owners of the 4,710,859 shares of Common Stock held by the Funds.

(b)

The Long/Short Fund may be deemed the beneficial owner of 4.1% of the outstanding shares of Common Stock that it holds directly. Highland Fund Advisors and Strand XVI may be deemed the beneficial owners of 4.1% of the outstanding shares of Common Stock held by the Long/Short Fund. The Adviser, the GP, Highland Services and Mr. Dondero may be deemed the beneficial owners of 4.9% of the outstanding shares of Common Stock held by the Funds.

The above percentages were determined by dividing the number of shares of Common Stock held by each of the Reporting Persons, respectively, by 96,062,942, which is the number of Common Shares outstanding as of December 20, 2013 according to the Issuer’s Form 10-K filed with the Securities and Exchange Commission on December 23, 2013.

(c)

The Long/Short Fund has the sole power to vote and dispose of the 3,982,698 shares of Common Stock that it holds directly. Highland Fund Advisors and Strand XVI have the shared power to vote and dispose of the 3,982,698 shares of Common Stock held by the Long/Short Fund. The Adviser, the GP, Highland Services and Mr. Dondero have the shared power to vote and dispose of the 4,710,859 shares of Common Stock held by the Funds.

Item 5

Ownership of Five Percent or Less of a Class.

Item 5 of the Original 13G is hereby amended and restated to read as follows:

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following x.

Item 10

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2014


HIGHLAND FUNDS I, on behalf of its series Highland Long/Short Healthcare Fund

	By:	/s/ Ethan Powell
		Name: Ethan Powell
		Title: Executive VP and Secretary

HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P.

By:	Strand Advisors XVI, Inc., its general partner

	By:	/s/ Ethan Powell
		Name: Ethan Powell
		Title: Secretary

STRAND ADVISORS XVI, INC.

	By:	/s/ Ethan Powell
	Name:	Ethan Powell
	Title:	Secretary

CUMMINGS BAY CAPITAL MANAGEMENT, L.P.

By:	Cummings Bay Capital Management GP, LLC, its general partner

	By:	/s/ James D. Dondero
		Name: James D. Dondero
		Title: President


CUMMINGS BAY CAPITAL MANAGEMENT GP, LLC

	By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President

HIGHLAND CAPITAL MANAGEMENT SERVICES, INC.

	By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President

/s/ James D. Dondero
James D. Dondero