Daniel Thompson - Jan 19, 2024 Form 4 Insider Report for Cardiff Lexington Corp (CDIF.OB)

Role: Chairman of the Board, Director, 10%+ Owner
Signature: /s/ Daniel R. Thompson
Stock symbol: CDIF.OB
Transactions as of: Jan 19, 2024
Transactions value $: $63
Form type: 4
Date filed: 3/13/2024, 01:35 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CDIF.OB	Common Stock						1M	Jan 19, 2024	Direct
holding	CDIF.OB	Common Stock						4	Jan 19, 2024	Held by 2007 Thompson Family Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CDIF.OB	Series I Preferred Stock	Other	$62.50	+62.5K	+1.19%	$0.00^*	5.3M	Jan 19, 2024	Common Stock			Direct	F1
holding	CDIF.OB	Series A Preferred Stock						1	Jan 19, 2024	Common Stock			Direct	F2
holding	CDIF.OB	Series B Preferred Stock						13.1K	Jan 19, 2024	Common Stock			Held by 2007 Thompson Family Trust	F3
holding	CDIF.OB	Series C Preferred Stock						1	Jan 19, 2024	Common Stock			Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.