SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HOLADAY JOHN W DR (Last) (First) (Middle) 9620 MEDICAL CENTER DRIVE (Street) ROCKVILLE MD 20850 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol REXAHN PHARMACEUTICALS, INC. [ RXHN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/12/2005
	4. 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 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

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 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: 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 ot buy)	$0.24	12/08/2005		D			70,000	(1)	08/05/2013	Common stock	100,000	(2)	30,000	D
Stock option (right ot buy)	$0.8	12/08/2005		A		70,000		(1)	08/05/2013	Common stock	70,000	(2)	70,000	D
Stock option (right ot buy)	$0.24	12/08/2005		D			125,000	(3)	04/20/2014	Common stock	125,000	(4)	0	D
Stock option (right ot buy)	$0.8	12/08/2005		A		125,000		(3)	04/20/2014	Common stock	125,000	(4)	125,000	D
Stock option (right ot buy)	$3	09/12/2005		A		20,000		09/12/2006	09/12/2015	Common stock	20,000	$0	20,000	D
Stock option (right ot buy)	$0.8	05/01/2006		D			70,000	(5)	05/02/2016	Common stock	70,000	(6)	0	D
Stock option (right ot buy)	$0.8	05/01/2006		A		70,000		(5)	05/02/2016	Common stock	70,000	(6)	70,000	D
Stock option (right ot buy)	$0.8	05/01/2006		D			125,000	(5)	05/02/2016	Common stock	125,000	(6)	0	D
Stock option (right ot buy)	$0.8	05/01/2006		A		125,000		(5)	05/02/2016	Common stock	125,000	(6)	125,000	D
Stock option (right ot buy)	$3	05/01/2006		D			20,000	(5)	05/02/2016	Common stock	20,000	(6)	0	D
Stock option (right ot buy)	$3	05/01/2006		A		20,000		(5)	05/02/2016	Common stock	20,000	(6)	20,000	D

Explanation of Responses:

1. As of August 5, 2005, 60% of the options were vested; the remaining 40% of the options vest and become exercisable on August 5, 2006.

2. The transaction involved an amendment of outstanding options to change the exercise price with respect to 70,000 options from $0.24 to $0.80, resulting in the deemed cancellation of a portion of the original options and the grant of replacement options with the same vesting and exercisability terms as the cancelled options.

3. As of April 20, 2006, 60% of the options were vested; the remaining 40% of the options vest and become exercisable on April 20, 2007.

4. The transaction involved an amendment of outstanding options to change the exercise price with respect to 125,000 options from $0.24 to $0.80, resulting in the deemed cancellation of the original options and the grant of replacement options with the same vesting and exercisability terms as the cancelled options.

5. Pursuant to an agreement dated May 2, 2006, all of Dr. Holaday's options vest and become exercisable immediately upon his termination of service as director of Rexahn Pharmaceuticals, Inc. and may be exercised until 10 years after the original date of grant.

6. The transaction involved an amendment of outstanding options to accelerate vesting and extend the exercise period pursuant to an agreement dated May 2, 2006, resulting in the deemed cancellation of the original options and the grant of replacement options with the same vesting and exercisability terms as the cancelled options.

	/s/ Ted T.H. Jeong as attorney-in-fact for John Holaday	05/03/2006
	** Signature of Reporting Person	Date
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