SEC FORM 4

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

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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^*

BRANCACCIO JOHN P

(Last)

(First)

(Middle)

C/O CARDIFF ONCOLOGY, INC.

11055 FLINTKOTE AVENUE

(Street)

SAN DIEGO

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)
06/09/2022

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)

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)
Stock Options	$2.5	06/09/2022		J⁽¹⁾		26,800		06/09/2022	06/09/2024	Common Stock	26,800	$0	125,317	D
Stock Options	$7.98	06/09/2022		J⁽²⁾		22,000		06/09/2022	06/09/2024	Common Stock	22,000	$0	125,317	D
Stock Options	$2.6	06/09/2022		J⁽³⁾		28,858		06/17/2021	06/09/2024	Common Stock	28,858	$0	125,317	D
Stock Options	$2.48	06/09/2022		J⁽³⁾		44,734		06/20/2020	06/09/2024	Common Stock	44,734	$0	125,317	D
Stock Options	$21.6	06/09/2022		J⁽³⁾		755		01/23/2019	06/09/2024	Common Stock	755	$0	125,317	D
Stock Options	$51.84	06/09/2022		J⁽³⁾		530		10/04/2018	06/09/2024	Common Stock	530	$0	125,317	D
Stock Options	$372.96	06/09/2022		J⁽³⁾		223		01/04/2017	06/09/2024	Common Stock	223	$0	125,317	D
Stock Options	$516.96	06/09/2022		J⁽³⁾		223		03/17/2016	06/09/2024	Common Stock	223	$0	125,317	D
Stock Options	$316.08	06/09/2022		J⁽³⁾		195		12/11/2014	06/09/2024	Common Stock	195	$0	125,317	D

Explanation of Responses:

1. In connection with the Reporting Person's departure from the Board of Directors, the Compensation Committee accelerated the vesting of 26,800 stock options to June 9, 2022 from March 9, 2023. In addition, the Compensation Committee extended the expiration date of the stock options to June 9, 2024.

2. In connection with the Reporting Person's departure from the Board of Directors, the Compensation Committee accelerated the vesting of 22,000 stock options to June 9, 2022 from June 10, 2022. In addition, the Compensation Committee extended the expiration date of the stock options to June 9, 2024.

3. Expiration date of the stock options was extended to June 9, 2024.

Remarks:

	/s/ John Brancaccio	06/09/2022
	** 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.

SEC Form 4 filed by Brancaccio John P