Daniel Thompson Form 4 Cardiff Lexington / DANIEL THOMPSON ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THOMPSON DANIEL

(Last)

(First)

(Middle)

3753 HOWARD HUGHES PARKWAY, SUITE 200

(Street)

LAS VEGAS

89169

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cardiff Lexington Corp [ CDIF.OB ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1,000,337	D
Common Stock								4	I	Held by 2007 Thompson Family Trust

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series I Preferred Stock	⁽¹⁾	01/19/2024		J⁽¹⁾		62,500		01/19/2024	⁽¹⁾	Common Stock	⁽¹⁾	$0.001	5,302,500	D
Series A Preferred Stock	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	⁽²⁾		1	D
Series B Preferred Stock	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		13,062	I	Held by 2007 Thompson Family Trust
Series C Preferred Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	⁽⁴⁾		1	D

Explanation of Responses:

1. On January 19, 2024, the Reporting Person received 62,500 shares of Series I Preferred Stock as partial compensation for the Reporting Person's services as Chairman of the Board of the Issuer. 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.

2. Upon the transfer of any share of Series A Preferred Stock, except for a transfer by the holder to an affiliate, whether such transfer is voluntary or involuntary, such share of Series A Preferred Stock shall automatically, and without any action being required by the Issuer or the Reporting Person, be converted into one (1)share of Common Stock. The Series A Preferred Stock may be converted at any time upon such a transfer and has no expiration date.

3. 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. The Series B Preferred Stock has no expiration date.

4. 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 $0.00004. The Series C Preferred Stock has no expiration date.

	/s/ Daniel R. Thompson	03/13/2024
	** 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 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.

Daniel Thompson Form 4Cardiff Lexington / DANIEL THOMPSON ownership change