SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Tata Amy B

(Last)

(First)

(Middle)

C/O RXI PHARMACEUTICALS CORPORATION

60 PRESCOTT STREET

(Street)

WORCESTER

01605

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/31/2009

3. Issuer Name and Ticker or Trading Symbol
RXI PHARMACEUTICALS CORP [ RXII ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Director of Accounting

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option⁽¹⁾	⁽²⁾	08/16/2017	Common Stock	20,000	$5⁽³⁾	D
Stock Option⁽¹⁾	⁽⁴⁾	04/18/2018	Common Stock	13,353	$7.5⁽³⁾	D
Stock Option⁽¹⁾	⁽⁵⁾	01/15/2019	Common Stock	20,000	$4.19⁽³⁾	D

Explanation of Responses:

1. Granted pursuant to the RXi Pharmaceuticals Corporation 2007 Incentive Plan.

2. 1,250 of the options vested on November 16, 2007 with the remaining shares vesting in equal installments on each of the next 15 quarterly anniversaries of November 16, 2007.

3. Per Share

4. 834 of the options vested on July 18, 2008 with the remaining shares vesting (a) in equal installments on each of the next 14 quarterly anniversaries of July 18, 2008 and (b) 843 shares on April 18, 2012.

5. 1,250 of the options vested on April 15, 2009 with the remaining shares vesting in equal installments on each of the next 15 quarterly anniversaries of April 15, 2009.

Remarks:

	/s/ Amy Tata	09/10/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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