Sec Form 4 Filing - MANUSO JAMES S J @ Ocuphire Pharma, Inc. - 2020-11-05

Insider filing report for Changes in Beneficial Ownership
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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
MANUSO JAMES S J
2. Issuer Name and Ticker or Trading Symbol
Ocuphire Pharma, Inc. [ OCUP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O OCUPHIRE PHARMA, INC., 37000 GRAND RIVER AVE, SUITE 120
3. Date of Earliest Transaction (MM/DD/YY)
11/05/2020
(Street)
FARMINGTON HILLS, MI48335
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 11/05/2020 A 10,136 A 10,136 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 buy) $ 0.9 11/05/2020 A 35,663 ( 2 ) 12/20/2028 Common Stock 35,663 ( 1 ) 35,663 D
Stock Option (right to buy) $ 1.21 11/05/2020 A 52,825 ( 3 ) 12/27/2029 Common Stock 52,825 ( 1 ) 52,825 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MANUSO JAMES S J
C/O OCUPHIRE PHARMA, INC.
37000 GRAND RIVER AVE, SUITE 120
FARMINGTON HILLS, MI48335
X
Signatures
/s/ Emily J. Johns, by Power of Attorney 11/09/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person acquired the shares and options to acquire shares of the common stock of Rexahn Pharmaceuticals, Inc. ("Rexahn") on November 5, 2020, in exchange for shares and options to acquire shares of the common stock of Ocuphire Pharma, Inc. ("Ocuphire"), pursuant to the Agreement and Plan of Merger and Reorganization, dated as of June 17, 2020, as amended, between Rexahn, Razor Merger Sub, Inc., and Ocuphire pursuant to which Ocuphire became a wholly-owned subsidiary of Rexahn. Per the terms of the Merger Agreement, each share of Ocuphire common stock was converted into the right to receive 1.0565 shares of Rexahn common stock. Subsequent to the merger, the name of the issuer was changed from Rexahn Pharmaceuticals, Inc. to Ocuphire Pharma, Inc.
( 2 )The option is fully vested.
( 3 )1,479 shares vested on December 31, 2019, and the remaining shares vest in equal monthly installments from January 2020 through December 2022, subject to continued service.

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