Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Eliseev Alexey
2. Date of Event Requiring Statement (Month/Day/Year)
04/12/2017
3. Issuer Name and Ticker or Trading Symbol
RXi Pharmaceuticals Corp [RXII]
(Last)
(First)
(Middle)
C/O 257 SIMARANO DRIVE, SUITE 101
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Business Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
01/17/2017
(Street)

MARLBOROUGH, MA 01752
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock, $0.0001 par value   (1)   (1) Common stock 332,499 (2) $ (1) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eliseev Alexey
C/O 257 SIMARANO DRIVE, SUITE 101
MARLBOROUGH, MA 01752
      Chief Business Officer  

Signatures

Caitlin Kontulis, attorney-in-fact 04/14/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Series C Convertible Preferred Stock will automatically convert into common stock upon approval by the Company's stockholders in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635 without payment of consideration. The Series C Convertible Preferred Stock have no expiration.
(2) Represents securities issued to the reporting person in connection with the acquisition of MirImmune Inc. on January 6, 2017. Up to 3% of the shares were subject to a holdback for post-closing adjustments in certain circumstances. This amount reflects the securities issued to the reporting person as a result of those post-closing adjustments and differs from the number of shares initially reported as a result of more shares being issuable in the acquisition pursuant to the Stock Purchase Agreement than initially estimated.

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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