Lucid Diagnostics (LUCD) Form 4/A Lucid Diagnostics / Stanley Lapidus 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^*

Lapidus Stanley

(Last) (First) (Middle)

360 MADISON AVENUE, 25TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lucid Diagnostics Inc. [ LUCD ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/22/2023

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
Common stock	09/20/2023		S(1)		3,405	D	$1.45	132,051(2)	D(3)
Common stock	09/20/2023		S(1)		412	D	$1.44	131,639(2)	D(3)
Common stock	09/21/2023		S(1)		100	D	$1.44	131,539(2)	D(3)

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

Explanation of Responses:

1. Each sale was in connection with the Reporting Person's estimated income tax withholdings related to vested restricted stock.

2. Represents shares the Reporting Person received as a restricted stock grant under the Issuer's 2018 Equity Plan. Such grant was 169,320 shares of common stock, 50% of which vested September 20, 2022 and 50% of which vested September 20, 2023.

3. The reported sales of shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 16, 2023.

Remarks:

This Form 4 Amendment (this "Amendment") was filed with respect to the initial Form 4 filed September 22, 2023 (the "Initial Form 4") to clarify that the transactions reported on the Initial Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 16, 2023. This is indicated on this Amendment by (i) the checking of the "Rule 10b5-1(c) Transaction Indication" box above Table I and (ii) the addition of Footnote 3. There are no other differences between this Amendment and the Initial Form 4.

	/s/ Michael A. Gordon, by power of attorney	09/27/2023
	** 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).
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