Form: 4

Statement of changes in beneficial ownership of securities

March 5, 2013

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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O REXAHN PHARMACEUTICALS, INC., 15245 SHADY GROVE ROAD, SUITE 455		 3. Date of Earliest Transaction (Month/Day/Year)
03/01/2013
(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               6,813,924 D  
Common Stock               500,000 I By spouse

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
Stock Option (right to purchase) $ 0.31 03/01/2013   A   250,000     (1) 03/01/2023 Common Stock 250,000 $ 0 250,000 D  
Stock Option (right to purchase) $ 0.78               (2) 12/11/2018 Common Stock 500,000   500,000 D  
Stock Option (right to purchase) $ 0.8               (3) 01/20/2015 Common Stock 1,000,000   1,000,000 D  

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      

Signatures

 /s/ Tae Heum Jeong, as attorney -in-fact for Chang H. Ahn   03/05/2013
**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) Options will vest and be exercisable based on the following schedule: 75,000 on March 1, 2014, 75,000 on March 1, 2015, and 100,000 on March 1, 2016.
(2) Options vested and became exercisable based on the following schedule 150,000 on December 11, 2009, 150,000 on December 11, 2010, and 200,000 on December 11, 2011.
(3) Options vested and became exercisable based on the following schedule 300,000 on January 20, 2006, 300,000 on January 20, 2007, and 400,000 on January 20, 2008.

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