Form: SC 13D/A

Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

May 13, 2009

Documents

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

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 
Rexahn Pharmaceuticals, Inc.
  
 
(Name of Issuer)
  
     
Common Stock, par value $0.0001 per share
 
(Title of Class of Securities)
  
     
 
761640 10 1
  
 
(CUSIP Number)
  
     
Dr. Chang H. Ahn
c/o Rexahn Pharmaceuticals, Inc.
9620 Medical Center Drive
Rockville, MD 20850
(240) 268-5300
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
 
May 4, 2009
  
 
(Date of Event which Requires Filing of this Statement)
  
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

-----------------------------------------------

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
SCHEDULE 13D
CUSIP No. 761640 10 1
  
Page 2 of 5


1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
Dr. Chang H Ahn                                                          Not Applicable
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a) o
 
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S.A.
NUMBER OF
 
SHARES
 
7
SOLE VOTING POWER
 
11,520,000
BENEFICIALLY
 
OWNED BY
 
8
SHARED VOTING POWER
 
1,000,000
EACH
 
REPORTING
 
9
SOLE DISPOSITIVE POWER
 
11,520,000
PERSON
 
WITH
 
10
SHARED DISPOSITIVE POWER
 
1,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,520,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.0%
14
TYPE OF REPORTING PERSON
 
IN

 
 
SCHEDULE 13D
CUSIP No. 761640 10 1
  
Page 3 of 5

Explanatory Note:

This Amendment No. 1 (this “Amendment”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by Dr. Chang H. Ahn on May 23, 2005.

This Amendment is filed with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of Rexahn Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”), to reflect information required by Rule 13d-2 under the Securities and Exchange Act of 1934, as amended, with respect to Dr. Ahn’s beneficial ownership of the Common Stock.  The Issuer’s principal executive office is located at 9620 Medical Center Drive, Rockville, MD 20850.

Item 4.
Purpose of Transaction.

Item 4 is hereby supplemented as follows:

On April 30, 2009, Dr. Ahn donated 400,000 shares of Common Stock to The Ahns 2009 Descendants Trust (the “Ahns Trust”), of which a third party is the trustee and Dr. Ahn’s two sons are the beneficiaries.  Such donation was a bona fide gift for which no consideration was received by Dr. Ahn.  On May 4, 2009, Dr. Ahn sold 2,600,000 shares of Common Stock to the Ahns Trust at a price of $.68 per share, for consideration consisting of 260,000 shares of Common Stock and a promissory note in the principal amount of $1,591,200.  These transactions were effectuated for estate planning purposes.

Item 5.
Interest in Securities of the Issuer.

Item 5 is hereby supplemented as follows:

(a)           As of the date hereof, Dr. Ahn beneficially owns 12,520,000 shares of Common Stock, representing 22.0% of the outstanding Common Stock.  This percentage is based upon the Issuer’s statement as to the number of outstanding shares of Common Stock as set forth in its Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 20, 2009.

(b)           The 12,520,000 shares of Common Stock beneficially owned by Dr. Ahn include the following:

(i)               10,520,000 shares of Common Stock held directly by Dr. Ahn and 1,000,000 shares of Common Stock subject to purchase upon exercise of options held by Dr. Ahn that are exerciseable within 60 days of the date hereof (as to all of which shares Dr. Ahn has sole voting and dispositive power); and

(iii)             500,000 shares of Common Stock held directly by Dr. Ahn’s wife, Inok Ahn, and 500,000 shares of Common Stock subject to purchase upon exercise of options held by Mrs. Ahn that are exerciseable within 60 days of the date hereof (as to all of which shares Dr. Ahn has shared voting and dispositive power), and as to all of which shares Dr. Ahn disclaims beneficial ownership.

 
 
SCHEDULE 13D
CUSIP No. 761640 10 1
  
Page 4 of 5

The 12,520,000 shares of Common Stock beneficially owned by Dr. Ahn exclude the 2,740,000 shares of Common Stock held by the Ahns Trust as described in Item 4 above, as to which Dr. Ahn does not have sole or shared voting or dispositive power.

(c)            Except as described in Item 4 above, Dr. Ahn has not effected any other transaction in the Common Stock within the past 60 days.

(d)            Not applicable.

(e)            Not applicable.

Item 6.       Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

A copy of the Trust Agreement of the Ahns Trust is filed as Exhibit 1 hereto.  The trustee of the Ahns Trust is an independent third party, and Dr. Ahn does not have terminate the Ahns Trust or to appoint a new trustee therefor.

As described in Item 4 above, the Ahns Trust is indebted to Dr. Ahn in the amount of $1,591,200, which indebtedness is evidenced by a promissory note (the “Note”) dated May 4, 2009, a copy of which is filed as Exhibit 2 hereto.  The obligation of the Ahns Trust to repay the Note is secured by a pledge to Dr. Ahn of 2,600,000 shares of Common Stock pursuant to a Collateral Assignment and Security Agreement, a copy of which is filed as Exhibit 3 hereto.

Item 7.
Material to be Filed as Exhibits.

The Ahns Descendants 2009 Trust Agreement, dated as of April 29, 2009, by and between Chang H. Ahn, as grantor, and Jenny Song, as trustee.

Promissory Note, dated May 4, 2009, executed by The Ahns Descendants 2009 Trust in favor of Chang H. Ahn as payee.

Collateral Assignment and Security Agreement, dated as of May 4, 2009 executed by The Ahns Descendants 2009 Trust in favor of Chang H. Ahn as secured party.

 
 
SCHEDULE 13D
CUSIP No. 761640 10 1
  
Page 5 of 5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated:  May 12, 2009
    
     
 
By:
/s/ Chang H. Ahn
     
   
Name:  Chang H. Ahn