Sec Form 4 Filing - Soni Rakesh @ REXAHN PHARMACEUTICALS, INC. - 2014-01-12

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Soni Rakesh 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) President and COO (Last) (First) (Middle) C/O REXAHN PHARMACEUTICALS, INC., 15245 SHADY GROVE ROAD, SUITE 455 3. Date of Earliest Transaction (MM/DD/YY) 01/12/2014 (Street) ROCKVILLE, MD20850 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 2,700 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option (right to purchase) $ 1.14 01/12/2014 A 85,000 ( 1 ) 01/12/2024 Common Stock 85,000 $ 0 85,000 D Stock Option (right to purchase) $ 0.31 ( 2 ) 03/01/2023 Common Stock 50,000 50,000 D Stock Option (right to purchase) $ 0.78 ( 3 ) 12/11/2018 Common Stock 250,000 250,000 D Stock Option (right to purchase) $ 1.29 ( 4 ) 09/30/2018 Common Stock 300,000 300,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Soni Rakesh C/O REXAHN PHARMACEUTICALS, INC. 15245 SHADY GROVE ROAD, SUITE 455 ROCKVILLE, MD20850 President and COO Signatures /s/ Tae Heum Jeong, as attorney-in-fact for Rakesh Soni 01/14/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options will vest and be exercisable based on the following schedule: 25,500 on January 12, 2015, 25,500 on January 12, 2016, and 34,000 on January 12, 2017. ( 2 )Options will vest and be exercisable based on the following schedule: 15,000 on March 1, 2014, 15,000 on March 1, 2015, and 20,000 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 90,000 on September 30, 2009, 90,000 on September 30, 2010, and 120,000 on September 30, 2011.

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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