Statement of Changes in Beneficial Ownership (4)
January 12 2015 - 6:12PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Ahn Chang Ho
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2. Issuer Name
and
Ticker or Trading Symbol
REXAHN PHARMACEUTICALS, INC.
[
RNN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O REXAHN PHARMACEUTICALS, INC., 15245 SHADY GROVE ROAD, SUITE 455
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/8/2015
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(Street)
ROCKVILLE, MD 20850
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/8/2015
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M
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80000
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A
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$0.80
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6090000
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D
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Common Stock
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1/8/2015
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S
(1)
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80000
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D
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$0.9004
(2)
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6010000
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D
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Common Stock
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1/9/2015
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M
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186212
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A
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$0.80
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6196212
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D
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Common Stock
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1/9/2015
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S
(1)
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186212
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D
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$0.9155
(3)
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6010000
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D
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Common Stock
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1/12/2015
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M
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48444
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A
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$0.80
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6058444
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D
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Common Stock
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1/12/2015
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S
(1)
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48444
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D
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$0.9137
(4)
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6010000
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D
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Common Stock
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500000
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I
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By spouse
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to purchase)
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$0.80
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1/8/2015
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M
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80000
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(6)
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1/20/2015
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Common Stock
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80000
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$0
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783807
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D
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Stock Option (right to purchase)
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$0.80
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1/9/2015
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M
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186212
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(6)
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1/20/2015
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Common Stock
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186212
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$0
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597595
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D
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Stock Option (right to purchase)
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$0.80
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1/12/2015
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M
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48444
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(6)
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1/20/2015
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Common Stock
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48444
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$0
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549151
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D
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Explanation of Responses:
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(
1)
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The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
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(
2)
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The price of $0.9004 per share represents a weighted average of sales prices from $0.90 to $0.9098 per share. The reporting person undertakes to provide upon request of the Commission staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
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(
3)
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The price of $0.9155 per share represents a weighted average of sales prices from $0.90 to $0.945 per share. The reporting person undertakes to provide upon request of the Commission staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
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(
4)
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The price of $0.9137 per share represents a weighted average of sales prices from $0.90 to $0.9351 per share. The reporting person undertakes to provide upon request of the Commission staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
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(
5)
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The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
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(
6)
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Options vested and became exercisable based on the following schedule: 300,000 on January 20, 2006, 300,000 on January 20, 2007, and 400,000 on January 20, 2008.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ahn Chang Ho
C/O REXAHN PHARMACEUTICALS, INC.
15245 SHADY GROVE ROAD, SUITE 455
ROCKVILLE, MD 20850
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X
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Signatures
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/s/ Tae Heum Jeong, as attorney-in-fact for Chang Ho Ahn
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1/12/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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