<SEC-DOCUMENT>0001181431-13-013659.txt : 20130301
<SEC-HEADER>0001181431-13-013659.hdr.sgml : 20130301
<ACCEPTANCE-DATETIME>20130301172002
ACCESSION NUMBER:		0001181431-13-013659
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20130301
FILED AS OF DATE:		20130301
DATE AS OF CHANGE:		20130301

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RXi Pharmaceuticals Corp
		CENTRAL INDEX KEY:			0001533040
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		1500 WEST PARK DRIVE
		STREET 2:		SUITE 210
		CITY:			WESTBOROUGH
		STATE:			MA
		ZIP:			01581
		BUSINESS PHONE:		(508) 767-3861

	MAIL ADDRESS:	
		STREET 1:		1500 WEST PARK DRIVE
		STREET 2:		SUITE 210
		CITY:			WESTBOROUGH
		STATE:			MA
		ZIP:			01581

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			CAUWENBERGH GEERT
		CENTRAL INDEX KEY:			0001285648

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-54910
		FILM NUMBER:		13658993

	MAIL ADDRESS:	
		STREET 1:		1 STULTS DRIVE
		CITY:			PLAINSBORO
		STATE:			NJ
		ZIP:			08536
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>rrd372384.xml
<DESCRIPTION>FORM 3
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2013-03-01</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001533040</issuerCik>
        <issuerName>RXi Pharmaceuticals Corp</issuerName>
        <issuerTradingSymbol>RXII</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001285648</rptOwnerCik>
            <rptOwnerName>CAUWENBERGH GEERT</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O RXI PHARMACEUTICALS CORPORATION</rptOwnerStreet1>
            <rptOwnerStreet2>1500 WEST PARK DRIVE, SUITE 210</rptOwnerStreet2>
            <rptOwnerCity>WESTBOROUGH</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>01581</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>President and CEO</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option (right to buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>0.085</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <value>2022-06-08</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>34155195</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">The options will vest in a one-quarter installment of 8,538,799 shares on June 6, 2013 and 35 equal monthly installments thereafter of 711,567 shares beginning on July 8, 2013 with the last monthly installment of 711,551 shares on June 8, 2016.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>/s/ Caitlin Kontulis, attorney-in-fact</signatureName>
        <signatureDate>2013-03-01</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.
<SEQUENCE>2
<FILENAME>rrd334573_378006.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<HTML>
<HEAD>
<TITLE>
rrd334573_378006.html
</TITLE>
</HEAD>
<BODY>
<PRE>
                               POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Caitlin Kontulis, with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:

        (1)     prepare, execute in the undersigned's name and on the
                undersigned's behalf, and submit to the U.S. Securities and
                Exchange Commission (the "SEC") a Form ID, including amendments
                thereto, and any other documents necessary or appropriate to
                obtain codes and passwords enabling the undersigned to make
                electronic filings with the SEC of reports required by Section
                16(a) of the Securities Exchange Act of 1934 or any rule or
                regulation of the SEC;

        (2)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer and/or director of RXi
                Pharmaceuticals Corporation (the "Company"), Forms 3, 4, and 5
                in accordance with Section 16(a) of the Securities Exchange Act
                of 1934 and the rules thereunder;

        (3)     do and perform any and all acts for and on behalf of the
                undersigned that may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, complete and execute any
                amendment or amendments thereto, and timely file such form with
                the SEC and any stock exchange or similar authority; and

        (4)     take any other action of any type whatsoever in connection with
                the foregoing that, in the opinion of such attorney-in-fact, may
                be of benefit to, in the best interest of, or legally required
                by, the undersigned, it being understood that the documents
                executed by such attorney-in-fact on behalf of the undersigned
                pursuant to this Power of Attorney shall be in such form and
                shall contain such terms and conditions as such attorney-in-fact
                may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 28th day of February, 2013.

                                        /s/ Geert Cauwenbergh
                                        ----------------------------------------
                                             Signature

                                        Geert Cauwenbergh
                                        ----------------------------------------
                                              Print Name
</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
