SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Shealy Ben

(Last)

(First)

(Middle)

2020 AVON COURT, SUITE 4

(Street)

CHARLOTTESVILLE

22902

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/08/2016

3. Issuer Name and Ticker or Trading Symbol
Diffusion Pharmaceuticals Inc. [ RESX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President Finance

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	05/17/2012	05/17/2022	Common Stock	420,055⁽¹⁾	$0.22	D
Stock Option (Right to Buy)	10/09/2015	09/15/2022	Common Stock	200,896⁽²⁾	$0.22	D
Stock Option (Right to Buy)	⁽³⁾	10/05/2023	Common Stock	91,316⁽⁴⁾	$0.35	D
Stock Option (Right to Buy)	⁽³⁾	12/01/2024	Common Stock	109,579⁽⁵⁾	$0.42	D
Stock Option (Right to Buy)	⁽³⁾	10/30/2025	Common Stock	237,422⁽⁶⁾	$0.55	D

Explanation of Responses:

1. In connection with the consummation of the merger (the "Merger") of Diffusion Pharmaceuticals LLC ("Diffusion") and a wholly-owned subsidiary of the Issuer ("Merger Sub") on January 8, 2016, an option originally granted on May 17, 2012 to purchase membership units in Diffusion was converted into an option to purchase common stock of the Issuer.

2. In connection with the consummation of the Merger, an option originally granted on October 9, 2012 to purchase membership units in Diffusion and was converted into an option to purchase common stock of the Issuer.

3. The shares underlying the options vest in equal parts each month until fully vested on the third anniversary of the grant date.

4. In connection with the consummation of the Merger, an option originally granted on October 5, 2013 to purchase membership units in Diffusion and was converted into an option to purchase common stock of the Issuer.

5. In connection with the consummation of the Merger, an option originally granted on December 1, 2014 to purchase membership units in Diffusion and was converted into an option to purchase common stock of the Issuer.

6. In connection with the consummation of the Merger, an option originally granted on October 30, 2015 to purchase membership units in Diffusion and was converted into an option to purchase common stock of the Issuer.

	/s/ Ben Shealy	01/15/2016
	** 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 5 (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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