CervoMed Inc. — Director's Dealing 2016

Dec 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Diffusion Pharmaceuticals Inc. (DFFN)
CIK: 0001053691
Period of Report: 2016-12-14

Reporting Person: Giles Mark T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-14	Common Stock	J	339055	—	Disposed	290580	Indirect
2016-12-15	Common Stock	P	512109	—	Acquired	512109	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4407	Indirect

Footnotes

F1: In connection with certain personal investment, financial and tax planning strategies, (i) on December 14, 2016, PANDA Holdings, LLC ("PANDA"), of which the Reporting Person is the managing member, assigned 339,055 shares of the Issuer's common stock to an affiliate of PANDA for aggregate consideration of $1.00 and (ii) on December 15, 2016, such affiliate sold to MTG Investment Holdings, LLC ("MTGIH"), of which the Reporting Person is the sole member, 512,109 shares of the Issuer's common stock for aggregate consideration of $1.00.

F2: The Reporting Person is the managing member of PANDA and may be deemed to be the beneficial owner of such securities. Mr. Giles disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F3: The Reporting Person is the sole member of MTGIH and may be deemed to be the beneficial owner of such securities. Mr. Giles disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.