Jacob Gary S Form 4 Cardiff Oncology / GARY S JACOB ownership change

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^*

JACOB GARY S

(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	$2.6	06/10/2021		J(1)		28,858		06/10/2021	06/10/2023	Common Stock	28,858	$0	76,106	D
Stock Options	$447.84	06/10/2021		J(2)		293		(3)	06/10/2023	Common Stock	293	$0	76,106	D
Stock Options	$316.08	06/10/2021		J(2)		218		12/11/2014	06/10/2023	Common Stock	218	$0	76,106	D
Stock Options	$516.96	06/10/2021		J(2)		223		03/17/2016	06/10/2023	Common Stock	223	$0	76,106	D
Stock Options	$372.96	06/10/2021		J(2)		223		01/04/2017	06/10/2023	Common Stock	223	$0	76,106	D
Stock Options	$51.84	06/10/2021		J(2)		530		10/04/2018	06/10/2023	Common Stock	530	$0	76,106	D
Stock Options	$21.6	06/10/2021		J(2)		755		01/23/2019	06/10/2023	Common Stock	755	$0	76,106	D
Stock Options	$2.48	06/10/2021		J(2)		44,734		06/20/2020	06/10/2023	Common Stock	44,734	$0	76,106	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 28,858 stock options to June 10, 2021 from June 17, 2021. In addition, the Compensation Committee extended the expiration date of the stock options to June 10, 2023.

2. Expiration date of the stock options was extended to June 10, 2023.

3. 8,805 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.

Remarks:

	/s/ Gary Jacob	06/15/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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