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SEC FORM 4 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*
ADAMS THOMAS PHD
(Last) (First) (Middle)
C/O CARDIFF ONCOLOGY, INC.
11055 FLINTKOTE AVENUE
(Street)
SAN DIEGO CA 92121
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cardiff Oncology, Inc. [ CRDF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former Director
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2021
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $447.84 06/10/2021 J(1) 272 (2) 06/10/2023 Common Stock 272 $0 477,870 D
Stock Options $7.18 06/10/2021 J(1) 223 03/17/2016 06/10/2023 Common Stock 223 $0 477,870 D
Stock Options $5.18 06/10/2021 J(1) 223 01/04/2017 06/10/2023 Common Stock 223 $0 477,870 D
Stock Options $51.84 06/10/2021 J(1) 530 10/04/2018 06/10/2023 Common Stock 530 $0 477,870 D
Stock Options $21.6 06/10/2021 J(1) 755 01/23/2019 06/10/2023 Common Stock 755 $0 477,870 D
Stock Options $2.48 06/10/2021 J(1) 298,320 12/29/2020(3) 06/10/2023 Common Stock 298,320 $0 477,870 D
Stock Options $2.6 06/10/2021 J(1) 173,145 12/29/2020(3) 06/10/2023 Common Stock 173,145 $0 477,870 D
Explanation of Responses:
1. Expiration date of the stock options was extended to June 10, 2023.
2. 7,338 of the stock options vest immediately. 4,077 of the stock options vest on each of 2/25/2015 and 2016 and 4,076 of the stock options vest on 2/25/2017.
3. In connection with the Reporting Person's separation agreement dated December 21, 2020, the Compensation Committee accelerated the vesting of such stock options to December 29, 2020.
Remarks:
/s/ Thomas Adams 06/14/2021
** 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.