Statement of Changes in Beneficial Ownership (4)
November 09 2020 - 5:42PM
Edgar (US Regulatory)
FORM 4
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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
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3235-0287
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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
*
Sooch Mina |
2. Issuer Name and Ticker or Trading Symbol
Ocuphire Pharma, Inc.
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OCUP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
C/O OCUPHIRE PHARMA, INC., 37000 GRAND RIVER AVE, SUITE 120 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/5/2020 |
(Street)
FARMINGTON HILLS, MI 48335
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/5/2020 | | A | | 788520 | A | (1) | 788520 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Employee Stock Option (right to buy) | $0.9 | 11/5/2020 | | A | | 178284 | | (2) | 10/1/2028 | Common Stock | 178284 | (1) | 178284 | D | |
Employee Stock Option (right to buy) | $1.21 | 11/5/2020 | | A | | 158475 | | (3) | 12/27/2029 | Common Stock | 158475 | (1) | 158475 | D | |
Explanation of Responses: |
(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) | 19,017 shares vested on December 31, 2019, and the remaining shares vest in equal monthly installments from January 2020 through December 2021, subject to continued service. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sooch Mina C/O OCUPHIRE PHARMA, INC. 37000 GRAND RIVER AVE, SUITE 120 FARMINGTON HILLS, MI 48335 | X |
| President and CEO |
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Signatures
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/s/ Emily J. Johns, by Power of Attorney | | 11/9/2020 |
**Signature of Reporting Person | Date |
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