Statement of Changes in Beneficial Ownership (4)
August 03 2022 - 5:53PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Cobuzzi Robert Joseph Jr. |
2. Issuer Name and Ticker or Trading Symbol
Diffusion Pharmaceuticals Inc.
[
DFFN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
300 E. MAIN ST. SUITE 201 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/1/2022 |
(Street)
CHARLOTTESVILLE, VA 22902
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/1/2022 | | M | | 327 | A | (1) | 1325 | D | |
Common Stock | 8/1/2022 | | D(1) | | 121 | D | (1) | 1204 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Unit | (1) | 8/1/2022 | | M | | | 327 | (1) | (1) | Common Stock | 327 | $0 | 654 | D | |
Explanation of Responses: |
(1) | On August 1, 2022 (the "Vesting Date"), in connection with the vesting of previously awarded restricted stock units ("RSUs"), each RSU representing a contingent right to receive one share of the Issuer's common stock (a "Share"), the Reporting Person became entitled to receive, in accordance with Section 8.7 of the Issuer's 2015 Equity Incentive Plan (as amended, the "Plan") and the terms of the underlying award agreement, (i) 206 Shares and (ii) $787.71 in cash, representing the Fair Market Value (as defined in the 2015 Equity Plan) of the remaining portion of the award vested on the Vesting Date, based on the closing sale price of one Share reported by the NASDAQ Stock Market on such date of $6.51. The remainder of the award will continue to vest in tri-monthly installments, subject to the Reporting Person's continued service with the Issuer.
All share, per share, and share-based amounts reflect the Issuer's 1-for-50 reverse stock split implemented April 18, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cobuzzi Robert Joseph Jr. 300 E. MAIN ST. SUITE 201 CHARLOTTESVILLE, VA 22902 | X |
| President & CEO |
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Signatures
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/s/ William R. Elder, attorney-in-fact for the Reporting Person | | 8/3/2022 |
**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 4(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. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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