X0306 4 2016-12-27 0001053691 Diffusion Pharmaceuticals Inc. DFFN 0001663219 Giles Mark T 2020 AVON COURT, SUITE 4 CHARLOTTESVILLE VA 22902 1 Common Stock 2016-12-27 4 J 0 290580 D 0 I By PANDA Holdings, LLC Common Stock 2016-12-28 4 P 0 290580 A 802689 I By MTG Investment Holdings, LLC Common Stock 4407 I By the VNB Trust IRA fbo Mark T. Giles In connection with certain personal investment, financial and tax planning strategies, (i) on December 27, 2016, PANDA Holdings, LLC ("PANDA"), of which the Reporting Person is the managing member, assigned 290,580 shares of the Issuer's common stock to an affiliate of PANDA for aggregate consideration of $1.00 and (ii) on December 28, 2016, such affiliate sold to MTG Investment Holdings, LLC ("MTGIH"), of which the Reporting Person is the sole member, 290,580 shares of the Issuer's common stock for aggregate consideration of $1.00. 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. 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. /s/ Ben Shealy, attorney-in-fact for Mark T. Giles 2016-12-28