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)
08/12/2013
(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
Common Stock 08/12/2013   M   7,318,228 A $ 0.25 18,459,957 D  

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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 Note (1) $ 0.25 08/12/2013   M     $ 1,511,688 (1) 10/01/2010(1) 10/01/2014 Common Stock $ 1,511,688 (1) 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   08/14/2013
**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) Three notes in the aggregate principal amount of $761,688 were purchased by the Reporting Person on October 1, 2010 pursuant to a Note and Warrant Purchase Agreement, dated as of October 1, 2010, between the Company and the investors party thereto. These notes were exercisable as of October 1, 2010. An additional three notes in the aggregate principal amount of $750,000 were purchased by the Reporting Person pursuant to an Amended and Restated Note and Warrant Purchase Agreement, dated as of November 11, 2011, between the Company and the investors party thereto. This second set of notes was exercisable starting during the November through December period of 2011. On August 12, 2013, the Reporting Person converted $1,511,688 in aggregate principal amount of the six notes, with accrued interest thereon of $317,869, at a conversion price of $0.25 per share of common stock (reduced from the previous conversion price of $1.00).

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