Brandon Sim Form 4/A Cardio Diagnostics / Brandon Sim 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^*

Sim Brandon

(Last) (First) (Middle)

C/O CARDIO DIAGNOSTICS HOLDINGS INC.

311 W. SUPERIOR ST. SUITE 444

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cardio Diagnostics Holdings, Inc. [ CDIO ]

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)
09/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/03/2023

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	09/30/2023		M(1)		36,765	A	$0.34	57,773	D

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
Restricted Stock Units	$0(2)	09/30/2023		M			$12,500	09/30/2023(3)	12/31/2023(3)	Common Stock	$12,500	$0(4)	$12,500(4)	D

Explanation of Responses:

1. Represents the settlement of restricted stock units (RSUs) that vested on September 30, 2023 through the issuance of shares of Common Stock.

2. Each RSU is the economic equivalent of one share of Cardio Diagnostics Holdings, Inc. common stock. On September 30, 2023, $12,500 in value of RSUs vested and were settled at the price of $0.34, which was the closing price of the Company Common Stock on the vesting date. The settlement shares are reflected in Table I.

3. On June 19, 2023, the reporting person was awarded $50,000 in value of RSUs, of which $12,500 in value vested on September 30, 2023. Subject to continued service with the Issuer on the vesting date, the remaining $12,500 in value of RSUs will vest on December 31, 2023, based on the closing price of the Issuers common stock on the vesting date.

4. The RSUs were granted pursuant to the Issuers 2022 Equity Incentive Plan

	/s/ Elisa Luqman as attorney-in-fact for Brandon Sim	10/04/2023
	** 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).
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