Sec Form 4 Filing - ADAMS THOMAS PHD @ Cardiff Oncology, Inc. - 2021-06-10

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 ADAMS THOMAS PHD 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 (Last) (First) (Middle) C/O CARDIFF ONCOLOGY, INC., 11055 FLINTKOTE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/10/2021 (Street) SAN DIEGO, CA92121 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

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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ADAMS THOMAS PHD C/O CARDIFF ONCOLOGY, INC. 11055 FLINTKOTE AVENUE SAN DIEGO, CA92121 Former Director Signatures /s/ Thomas Adams 06/14/2021 Signature of Reporting Person Date

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.

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).

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