Form: 4

Statement of changes in beneficial ownership of securities

November 9, 2020

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 *
Ainsworth Sean
   2. Issuer Name and Ticker or Trading Symbol
Ocuphire Pharma, Inc. [OCUP] 		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)
37000 GRAND RIVER AVE, SUITE 120		 3. Date of Earliest Transaction (Month/Day/Year)
11/05/2020
(Street)

FARMINGTON HILLS, MI 48335		 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 11/05/2020   A   35,800 A (1) 35,800 D  

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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 buy) $ 0.90 11/05/2020   A   35,663     (2) 10/01/2028 Common Stock 35,663 (1) 35,663 D  
Stock Option (right to buy) $ 1.21 11/05/2020   A   52,825     (3) 12/27/2029 Common Stock 52,825 (1) 52,825 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ainsworth Sean
37000 GRAND RIVER AVE
SUITE 120
FARMINGTON HILLS, MI 48335		   X      

Signatures

 /s/ Emily J. Johns, by Power of Attorney   11/09/2020
**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 acquired the shares and options to acquire shares of the common stock of Rexahn Pharmaceuticals, Inc. ("Rexahn") on November 5, 2020, in exchange for shares and options to acquire shares of the common stock of Ocuphire Pharma, Inc. ("Ocuphire"), pursuant to the Agreement and Plan of Merger and Reorganization, dated as of June 17, 2020, as amended, between Rexahn, Razor Merger Sub, Inc., and Ocuphire pursuant to which Ocuphire became a wholly-owned subsidiary of Rexahn. Per the terms of the Merger Agreement, each share of Ocuphire common stock was converted into the right to receive 1.0565 shares of Rexahn common stock. Subsequent to the merger, the name of the issuer was changed from Rexahn Pharmaceuticals, Inc. to Ocuphire Pharma, Inc.
(2) The option is fully vested.
(3) 5,282 shares vested on December 31, 2019, and the remaining shares vest in equal monthly installments from January 2020 through December 2022 subject to continued service.

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