Sec Form 4 Filing - THOMPSON DANIEL @ Cardiff Lexington Corp - 2024-01-19

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

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1. Name and Address of Reporting Person THOMPSON DANIEL 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 (Last) (First) (Middle) 3753 HOWARD HUGHES PARKWAY, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 01/19/2024 (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 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 (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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THOMPSON DANIEL 3753 HOWARD HUGHES PARKWAY, SUITE 200 LAS VEGAS, NV89169 X X Chairman of the Board Signatures /s/ Daniel R. Thompson 03/13/2024 Signature of Reporting Person Date

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.

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).

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