SEC Form 3

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

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1. Name and Address of Reporting Person* Patel Ronil A. (Last) (First) (Middle) C/O OCUPHIRE PHARMA, INC. 37000 GRAND RIVER AVE, SUITE 120 (Street) FARMINGTON HILLS MI 48335 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/24/2023	3. Issuer Name and Ticker or Trading Symbol Ocuphire Pharma, Inc. [ OCUP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Operations & Bus. Dev.	5. If Amendment, Date of 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

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)
Common Stock	22,304	D

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: 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
Employee Stock Option (right to buy)	(1)	03/24/2031	Common Stock	18,000	6.04	D
Employee Stock Option (right to buy)	(2)	06/30/2031	Common Stock	20,000	5.37	D
Employee Stock Option (right to buy)	(3)	01/27/2032	Common Stock	18,800	2.9	D
Employee Stock Option (right to buy)	(4)	08/31/2032	Common Stock	15,000	2.24	D
Employee Stock Option (right to buy)	(5)	01/09/2033	Common Stock	25,956	3.5	D

Explanation of Responses:

1. The option vests in twenty-four (24) equal monthly increments of 750 shares on the last day of each month from April 2021 through March 2023.

2. 5,000 shares vested on June 30, 2022, then 416 shares vest at the end of each month from July 2022 through May 2025, and 440 shares vest at the end of June 2025.

3. The option vested with respect to 4,700 shares on January 28, 2023, and then with respect to 391 shares on the last day of each month from February 2023 through December 2025 and with respect to 415 shares at the end of January 2026.

4. The option vests with respect to 3,750 shares on September 1, 2023, and then with respect to 312 shares on the last day of each month from September 2023 through July 2026 and with respect to 330 shares at the end of August 2026.

5. 25% of the shares subject to the option vest on the first anniversary of the grant date, with the balance vesting quarterly in 12 equal installments thereafter.

Remarks:

Exhibit 24, Power of Attorney, is attached.

	/s/ Emily J. Johns, by Power of Attorney	04/26/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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