Form: 3

Initial statement of beneficial ownership of securities

November 16, 2020

Documents

FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Zaremba Rabourn Amy
 2. Date of Event Requiring Statement (Month/Day/Year)
11/11/2020		 3. Issuer Name and Ticker or Trading Symbol
Ocuphire Pharma, Inc. [OCUP]
(Last)
(First)
(Middle)
C/O OCUPHIRE PHARMA, INC., 37000 GRAND RIVER AVE, SUITE 120		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP of Finance
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FARMINGTON HILLS, MI 48335		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (1) 06/03/2030 Common Stock 21,130 $ 1.65 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zaremba Rabourn Amy
C/O OCUPHIRE PHARMA, INC.
37000 GRAND RIVER AVE, SUITE 120
FARMINGTON HILLS, MI 48335		       VP of Finance  

Signatures

/s/ Emily J. Johns, by Power of Attorney 11/16/2020
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 2,113 shares vested on July 31, 2020, 2,113 shares vested on August 31, 2020, 1,056 shares vested on September 30, 2020, 1,056 shares vested on October 31, 2020 and the remaining shares vest in equal monthly installments at the end of each month from November 2020 through November 2021, with the balance vesting in December 2021, subject to continued service.
 
Remarks:
Exhibit 24, Power of Attorney, is attached.

Note: File three copies of this Form, one of which must be manually signed. If space 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.