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: Kennedy Robert Eugene (Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-13	Common Stock	A	374288	—	Acquired	374288	Direct
2011-04-13	Common Stock	A	2430	—	Acquired	376718	Indirect
2011-04-13	Common Stock	A	2576	—	Acquired	379294	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-13	Stock Option	$1.275	A	30000	Acquired	2021-04-12	Common Stock (30000)	Direct

Footnotes

F1: Received in exchange for 3,078,013 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: Received in exchange for 20,000 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.

F3: The reporting person is a managing member of the LLC that owns the reporting securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F4: Received in exchange for 21,200 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.

F5: Granted pursuant to the RXi Pharmaceuticals Corporation 2007 Incentive Plan.

F6: Per share.

F7: 1,250 of the options vested on July 13, 2011, with the remaining shares vesting in equal installments on each of the next 11 quarterly anniversaries of July 13, 2011.