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)
C/O CNS RESPONSE, INC., 85 ENTERPRISE, SUITE 410		 3. Date of Earliest Transaction (Month/Day/Year)
11/28/2012
(Street)

ALISO VIEJO, CA 92656		 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

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
Convertible Promissory Notes $ 0.0472 11/28/2012   A   $ 500,000   11/28/2012 11/28/2013 Common Stock 10,597,710 (1) $ 500,000 D  
Common Stock Warrant $ 0.0472 (2) 11/28/2012   D   126,949 (3)   10/01/2010 09/30/2017 Common Stock 126,949 (4) 0 D  
Common Stock Warrant $ 0.0472 (2) 11/28/2012   D   83,334 (3)   10/18/2011 10/17/2016 Common Stock 83,334 (4) 0 D  
Common Stock Warrant $ 0.0472 (2) 11/28/2012   D   83,334 (3)   11/11/2011 11/09/2016 Common Stock 83,334 (4) 0 D  
Common Stock Warrant $ 0.0472 (2) 11/28/2012   D   83,334 (3)   12/27/2011 12/26/2016 Common Stock 83,334 (4) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PAPPAJOHN JOHN
C/O CNS RESPONSE, INC.
85 ENTERPRISE, SUITE 410
ALISO VIEJO, CA 92656		   X   X    

Signatures

 /s/ John Pappajohn   12/13/2012
**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) Note was issued in exchange for $300,000 in cash and $200,000 in non-convertible demand notes of the issuer previously held by the reporting person.
(2) The exercise price of this warrant was originally $0.10 per share, was subsequently adjusted to reflect the 1-for-30 reverse split of the issuer's common stock effective 4/2/12, and was then reduced by operation of the full ratchet feature contained in such warrant upon issuance of convertible promissory notes with a conversion price of $0.04718.
(3) The number of shares issuable upon exercise of this warrant has been adjusted to reflect the 1-for-30 reverse split of the issuer's common stock effective 4/2/12.
(4) Pursuant to the Amended and Restated Consent, Note Amendment and Warrant Forfeiture Agreement, dated as of 10/24/2012, between the issuer, the reporting person and other investors, these warrants were forfeited and canceled as of 11/28/12.

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