Form: 5

Annual statement of changes in beneficial ownership of securities

February 3, 2012

FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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., 15245 SHADY GROVE ROAD, SUITE 455		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
(Street)


ROCKVILLE, MD 20850		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 05/31/2011   G5 4,000,000 D $ 0 7,338,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 7,313,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 7,288,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 7,263,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 7,238,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 7,213,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 7,188,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 7,163,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 7,138,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 7,113,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 7,088,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 7,063,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 7,038,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 7,013,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 6,988,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 6,963,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 6,938,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 6,913,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 6,888,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 6,863,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 6,838,924 D  
Common Stock 12/20/2011   G5 25,000 D $ 0 6,813,924 D  
Common Stock             500,000 (1) I Owned by spouse
Common Stock             4,000,000 (2) I Owned by charitable foundation

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(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.
15245 SHADY GROVE ROAD, SUITE 455
ROCKVILLE, MD 20850		   X   X   Chairman & CEO  

Signatures

/s/ Tae Heum Jeong, attorney-in-fact 02/03/2012
**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) The Reporting Person disclaims beneficial ownership of these shares.
(2) The Reporting Person disclaims beneficial ownership of these shares, which are owned by a charitable foundation in which the Reporting Person has no pecuniary interest, and with respect to which he has shared voting and dispositive power.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.