Sec Form 4 Filing - SHANER LANCE T @ REX ENERGY CORP - 2013-08-14

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 SHANER LANCE T 2. Issuer Name and Ticker or Trading Symbol REX ENERGY CORP [ REXX] 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 REX ENERGY CORPORATION, 366 WALKER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/14/2013 (Street) STATE COLLEGE, PA16801 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 08/14/2013 S( 1 ) 225,000 D $ 21.27 ( 2 ) 6,113,933 I Shaner Family Partners, LP ( 3 ) Common Stock 08/14/2013 S( 1 ) 126,734 D $ 21.27 ( 2 ) 5,987,199 I Shaner Capital, LP ( 3 ) Common Stock 08/15/2013 S( 1 ) 50,000 D $ 20.01 ( 4 ) 5,937,199 I Lance T. Shaner 2009 Spousal Remainder Trust ( 3 ) Common Stock 08/15/2013 S( 1 ) 98,266 D $ 21.27 ( 4 ) 5,838,933 I Shaner Capital, LP ( 3 ) Common Stock 08/15/2013 S( 1 ) 2,000,000 D $ 20.01 ( 4 ) 3,838,933 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHANER LANCE T C/O REX ENERGY CORPORATION 366 WALKER DRIVE STATE COLLEGE, PA16801 X Signatures /s/Jennifer L. McDonough on behalf of Lance T. Shaner 08/16/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were the subject of Forms 144 Notice of Proposed Sale of Securities filed by Lance T. Shaner and certain other entities that own Rex Energy Corporation common stock with respect to whom Mr. Shaner is deemed the beneficial owner. The Forms 144 listed an aggregate maximum of 2,500,000 shares that were to be sold pursuant to Rule 144. This Form 4 reports the sale of all 2,500,000 shares. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.85 to $21.76, inclusive. The reporting person undertakes to provide Rex Energy Corporation, any security holder of Rex Energy Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to the Form 4. ( 3 )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 the securities for the purposes of Secion 16 or for any other purpose. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.78, inclusive. The reporting person undertakes to provide Rex Energy Corporation, any security holder of Rex Energy Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to the Form 4.

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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