SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Jeong Tae Heum

(Last)

(First)

(Middle)

C/O REXAHN PHARMACEUTICALS, INC.

15245 SHADY GROVE ROAD, SUITE 455

(Street)

ROCKVILLE

20850

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REXAHN PHARMACEUTICALS, INC. [ RNN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2013

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/09/2013		M		150,000	A	$0.24	655,000	D
Common Stock	09/09/2013		F		78,861⁽¹⁾	D	$0.4565	576,139	D
Common Stock	09/09/2013		S		71,139	D	$0.4565	505,000	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to purchase)	$0.31							⁽²⁾	03/01/2023	Common Stock	250,000		250,000	D
Stock Option (right to purchase)	$0.78							⁽³⁾	12/11/2018	Common Stock	250,000		250,000	D
Stock Option (right to purchase)	$0.8							⁽⁴⁾	01/20/2015	Common Stock	500,000		500,000	D
Stock Option (right to purchase)	$0.8							12/01/2005	10/04/2013⁽⁵⁾	Common Stock	100,000		100,000	D
Stock Option (right to purchase)	$0.24	09/09/2013		M			150,000	⁽⁶⁾	10/04/2013⁽⁵⁾	Common Stock	150,000	$0	0	D

Explanation of Responses:

1. Reflects shares withheld by the issuer at the weighted average sales price of 0.4565 per share to fund the cashless exercise of 150,000 options.

2. Options will vest and be exercisable based on the following schedule: 75,000 on March 1, 2014, 75,000 on March 1, 2015, and 100,000 on March 1, 2016.

3. Options vested and became exercisable based on the following schedule 75,000 on December 11, 2009, 75,000 on December 11, 2010, and 100,000 on December 11, 2011.

4. Options vested and became exercisable based on the following schedule 150,000 on January 20, 2006, 150,000 on January 20, 2007, and 200,000 on January 20, 2008.

5. Options were due to expire on August 5, 2003, however, the Compensation Committee of the Board of Directors of Rexahn Pharmaceuticals, Inc. (the "Company") extended the expiration date because the Company was in a blackout period at that time. The expiration date was extended to 30 days from the end of the blackout period, which is October 4, 2013.

6. Options vested and became exercisable based on the following schedule 75,000 on December 1, 2003 and 75,000 on December 1, 2004.

Remarks:

	/s/ Tae Heum Jeong	09/11/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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