Statement of Changes in Beneficial Ownership (4)
October 14 2020 - 7:40PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
ELDER WILLIAM ROBERT |
2. Issuer Name and Ticker or Trading Symbol
Diffusion Pharmaceuticals Inc.
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DFFN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) GC & Secretary |
(Last)
(First)
(Middle)
1317 CARLTON AVENUE, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/22/2020 |
(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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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 |
Stock Option (Right to Buy) (1) | $0.82 | 9/22/2020 | | A | | 70000 | | (2) | 9/22/2030 | Common Stock | 70000 | $0 | 70000 | D | |
Explanation of Responses: |
(1) | In connection with the Reporting Person's new employment with the Issuer, the Compensation Committee of the Issuer's Board of Directors approved the grant of non-qualified stock options to the Reporting Person. The grant was made as an inducement material to the Reporting Person's acceptance of employment with the Issuer, in accordance with NASDAQ Listing Rule 5635(c)(4). |
(2) | The shares underlying the options will vest in 36 equal (or as nearly equal as possible) monthly installments on the last calendar day of each month over a 36-month period beginning October 31, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ELDER WILLIAM ROBERT 1317 CARLTON AVENUE, SUITE 200 CHARLOTTESVILLE, VA 22902 |
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| GC & Secretary |
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Signatures
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/s/ William R. Elder | | 10/14/2020 |
**Signature of Reporting Person | Date |
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