Form: 4

Statement of changes in beneficial ownership of securities

May 4, 2009

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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ahn Chang Ho
   2. Issuer Name and Ticker or Trading Symbol
REXAHN PHARMACEUTICALS, INC. [RNN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
C/O REXAHN PHARMACEUTICALS, INC., 9620 MEDICAL CENTER DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
04/30/2009
(Street)

ROCKVILLE, MD 20850		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 04/30/2009   G V 400,000 D (1) 12,860,000 D  
Common Stock 05/04/2009   S   2,600,000 D $ 0.68 (2) 10,260,000 D  
Common Stock 05/04/2009   P   260,000 A $ 0.68 (2) 10,520,000 D  
Common Stock               500,000 I Owned by spouse (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
Ahn Chang Ho
C/O REXAHN PHARMACEUTICALS, INC.
9620 MEDICAL CENTER DRIVE
ROCKVILLE, MD 20850		   X   X   Chairman & CEO  

Signatures

 Tae Heum Jeong for Chang H. Ahn   05/04/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This transaction is a bona fide gift; as such, no price is required. The 400,000 shares gifted by the reporting person on April 30,2009 were donated to an irrevocable trust of which a third party is the trustee and of which the reporting person?s two sons are the beneficiaries. The reporting person disclaims beneficial ownership of such shares.
(2) On May 4, 2009, the reporting person sold 2,600,000 shares to the family trust described in the preceding note (1) for consideration consisting of 260,000 shares of common stock and a promissory note in the amount of $1,591,200 which note is secured by a pledge of the 2,600,000 purchased shares. The reporting person disclaims beneficial ownership of such shares.
(3) Includes 500,000 shares owned by the reporting person?s wife, as to which the reporting person disclaims beneficial ownership.

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