Sec Form 4 Filing - Cobuzzi Robert Joseph Jr. @ Diffusion Pharmaceuticals Inc. - 2020-09-08

FORM 4 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 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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1. Name and Address of Reporting Person Cobuzzi Robert Joseph Jr. 2. Issuer Name and Ticker or Trading Symbol Diffusion Pharmaceuticals Inc. [ DFFN] 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) 1317 CARLTON AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 09/08/2020 (Street) CHARLOTTESVILLE, VA22902 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) $ 0.79 09/08/2020 A 475,000 ( 1 ) 09/08/2030 Common Stock 475,000 $ 0 475,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cobuzzi Robert Joseph Jr. 1317 CARLTON AVENUE, SUITE 200 CHARLOTTESVILLE, VA22902 X President & CEO Signatures /s/ Robert J. Cobuzzi, Jr. 09/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 8, 2020, the Reporting person was granted an option to purchase 475,000 shares of the Company's common stock; provided, however, that the Reporting Person's continued holding of the grant is contingent upon the annual automatic increase in the share pool under the Issuer's 2015 Equity Incentive Plan on January 1, 2021 being sufficient to cover all shares of the Issuer's common stock underlying the grant. Subject to the foregoing, one-twelfth of the option grant will vest on January 1, 2021, and thereafter the grant will vest monthly in substantially equal 1/36th increments on the last day of each month, beginning on January 31, 2021 through the last day of the month containing the third anniversary of the grant date, subject to the Reporting Person's continued employment with the Company through the applicable vesting 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).

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