Sec Form 4 Filing - Moreadith Randall @ Cardium Therapeutics, Inc. - 2008-08-05

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 Moreadith Randall 2. Issuer Name and Ticker or Trading Symbol Cardium Therapeutics, Inc. [ CXM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Exec. VP and CMO (Last) (First) (Middle) 3611 VALLEY CENTER DRIVE, SUITE 525 3. Date of Earliest Transaction (MM/DD/YY) 08/05/2008 (Street) SAN DIEGO, CA92130 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 Incentive Stock Option (right to buy) $ 2.75 08/05/2008 J( 1 ) 46,838 ( 2 ) 11/05/2008 Common Stock 72,726 ( 3 ) 72,726 D Non-Qualified Stock Option (right to buy) $ 2.75 08/05/2008 J( 1 ) 140,692 ( 2 ) 11/05/2008 Common Stock 239,744 ( 3 ) 312,470 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Moreadith Randall 3611 VALLEY CENTER DRIVE, SUITE 525 SAN DIEGO, CA92130 Former Exec. VP and CMO Signatures /s/ Tyler Dylan on behalf of Dr. Moreadith under a Power of Attorney 08/08/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This does not represent a new stock option grant. Dr. Moreadith's employment with Cardium ended on August 5, 2008. This transaction represents the cancellation of unvested stock options as of August 5, 2008 and a change in the expiration date from January 16, 2016 to November 5, 2008 for the remaining vested options as a result of the end of his employment in accordance with the terms of the underlying stock option agreement. ( 2 )The options vested 25%, in the aggregate, on January 17, 2007, and 2.083% per month, in the aggregate, thereafter until August 5, 2008. ( 3 )These options were cancelled upon cessation of Dr. Moreadith's employment. Therefore, there is no price to report.

Remarks: Dr. Moreadith's employment with Cardium Therapeutics, Inc. ended on August 5, 2008 and he ceased being an officer as of such 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).

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