SELLAS Life Sciences Group, Inc. — Director's Dealing 2011

Apr 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RXI PHARMACEUTICALS CORP (RXII)
CIK: 0001390478
Period of Report: 2011-04-13

Reporting Person: SCHWARTZ MARK W. (EVP Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-13	Common Stock	A	337661	—	Acquired	337661	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-13	Common Stock	$1.275	A	40000	Acquired	2021-04-12	Common Stock (40000)	Direct

Footnotes

F1: Received in exchange for 2,776,796 shares of Apthera, Inc. common stock in connection with merger of Apthers, Inc. into RXI Pharmaceuticals Corporation (the "Merger"). On the effective date of the Merger, the closing price of RXI Pharmaceuticals Corporation common stock was $1.275 per share.

F2: Granted pursuant to the RXi Pharmaceuticals Corporation 2007 Incentive Plan.

F3: Per share.

F4: The options vest in the following increments on the following dates: 3,333 shares on each of July 13, 2011, October 13, 2011, January 13, 2012, July 13, 2012, October 13, 2012, Janaury 13, 2013, July 13, 2013, October 13, 2013 and January 13, 2014; and 3,334 shares vest on each of April 13, 2012, April 13, 2013 and April 13, 2014, with all such options being fully vested on April 13, 2014.