Sec Form 4 Filing - Cunningham Alex H. @ Cardiff Lexington Corp - 2024-10-25

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Cunningham Alex H. 2. Issuer Name and Ticker or Trading Symbol Cardiff Lexington Corp [ CDIX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 3753 HOWARD HUGHES PARKWAY, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 10/25/2024 (Street) LAS VEGAS, NV89169 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 Common Stock 10/25/2024 C( 1 ) 12,500 A $ 2 1,012,838 D Common Stock 10/25/2024 C( 2 ) 10,000 A $ 10,000 1,022,838 D

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 S eries B Preferred Stock $ 2 10/25/2024 C( 1 ) 6,250 09/19/2014 ( 4 ) Common Stock 12,500 $ 0 0 D Series C Preferred Stock $ 10,000 10/25/2024 C( 2 ) 1 09/19/2014 ( 5 ) Common Stock 10,000 $ 0 0 D Series I Preferred Stock ( 6 ) 11/20/2024 J( 3 ) 510,704 11/21/2018 ( 6 ) Common Stock ( 6 ) $ 0 5,232,296 D Series B Preferred Stock ( 7 ) 11/20/2024 J( 3 ) 375,000 11/20/2024 ( 4 ) Common Stock ( 7 ) $ 0 375,000 D Series C Preferred Stock ( 8 ) 11/20/2024 J( 3 ) 24 11/20/2024 ( 5 ) Common Stock ( 8 ) $ 0 24 D Series E Preferred Stock ( 9 ) 11/20/2024 J( 3 ) 50,000 11/20/2024 ( 9 ) Common Stock ( 9 ) $ 0 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cunningham Alex H. 3753 HOWARD HUGHES PARKWAY, SUITE 200 LAS VEGAS, NV89169 X X President and CEO Signatures /s/ Alex Cunningham 12/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 25, 2024, the reporting person converted 6,250 shares of Series B Preferred Stock into 12,500 shares of Common Stock. ( 2 )On October 25, 2024, the reporting person converted 1 share of Series C Preferred Stock into 10,000 shares of Common Stock. ( 3 )On November 20, 2024, the reporting person entered into a cancellation and exchange agreement with the issuer, pursuant to which the reporting person surrendered 510,704 shares of Series I Preferred Stock to the issuer for cancellation in exchange for the issuance of 375,000 shares of Series B Preferred Stock, 24 shares of Series C Preferred Stock and 50,000 shares of Series E Preferred Stock to the reporting person. ( 4 )The Series B Preferred Stock has no expiration date. ( 5 )The Series C Preferred Stock has no expiration date. ( 6 )Each share of Series I Preferred Stock is convertible into such number of shares of Common Stock as is determined as follows: (i) if the closing market price of the Common Stock on the principal trading market on which the Common Stock is then traded or quoted is less than $4.00 per share, then each share of Series I Preferred Stock shall be convertible into a number of shares of Common Stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of Series I Preferred Stock shall be convertible into two (2) shares of Common Stock. The Series I Preferred Stock has no expiration date. ( 7 )Each share of Series B Preferred Stock is convertible at any time into such number of shares of Common Stock as is determined as follows: (i) if the closing market price of the Common Stock on the principal trading market on which the Common Stock is then traded or quoted is less than $4.00 per share, then each share of Series B Preferred Stock shall be convertible into a number of shares of Common Stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of Series B Preferred Stock shall be convertible into two (2) shares of Common Stock. ( 8 )Each share of Series C Preferred Stock is convertible at any time into such number of shares of Common Stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $0.0004. ( 9 )Each share of Series E Preferred Stock is convertible at any time into such number of shares of Common Stock as is determined as follows: (i) if the closing market price of the Common Stock on the principal trading market on which the Common Stock is then traded or quoted is less than $4.00 per share, then each share of Series E Preferred Stock shall be convertible into a number of shares of Common Stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of Series E Preferred Stock shall be convertible into two (2) shares of Common Stock. The Series E Preferred Stock has no expiration 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 Number.