SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kelemen Vicki

(Last)

(First)

(Middle)

C/O CARDIFF ONCOLOGY, INC.

11055 FLINTKOTE AVE

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2020

3. Issuer Name and Ticker or Trading Symbol
Cardiff Oncology, Inc. [ CRDF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP and COO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,054	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options	⁽¹⁾	10/30/2025	Common Stock	556	$320.4	D
Stock Options	⁽²⁾	01/04/2026	Common Stock	70	$372.96	D
Stock Options	⁽³⁾	08/22/2027	Common Stock	2,084	$61.2	D
Stock Options	⁽⁴⁾	01/23/2028	Common Stock	3,440	$21.6	D
Stock Options	⁽⁵⁾	06/20/2029	Common Stock	105,962	$2.48	D
Stock Options	⁽⁶⁾	06/17/2030	Common Stock	125,049	$2.6	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	70	⁽⁸⁾	D

Explanation of Responses:

1. 139 options vested on 10/30/2016, 2017, 2018 and 2019

2. 1.46 options vested monthly over 48 months beginning 1/4/2016

3. 260.42 options vest quarterly for 8 quarters beginning 8/22/2017

4. 2,468 options vest on date of grant and 324 on 1/23/2019, 2020 and 2021

5. 35,321 options vest on 6/20/2020 and 2021 and 35,320 vest on 6/20/22

6. 41,683 options vest on each of 6/17/2021, 2022 and 2023

7. The restricted stock unit vests on January 2, 2021

8. Each restricted stock unit is the economic equivalent of one share of Cardiff Oncology, Inc. common stock.

	/s/ Vicki Kelemen	06/22/2020
	** 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 5 (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.
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