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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Gardiner Healthcare Acquisitions Corp. [ GDNR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/16/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/16/2023 | S(1) | 635,583 | D | (2) | 1,150,542 | I | By Gardiner Healthcare Holdings, LLC(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Gardiner Healthcare Holdings, LLC, a Delaware limited liability company ("Gardiner Sponsor"), transferred 635,583 shares of common stock, par value $0.0001 per share of the Issuer, to Chardan Gardiner LLC, a Delaware limited liability company ("Chardan Gardiner"), pursuant to the Founder Shares Transfer Agreement, dated as of August 16, 2023, between Gardiner Sponsor and Chardan Gardiner (the "Agreement"). |
2. Under the Agreement, the aggregate purchase price of the securities transferred pursuant to the Agreement was $7.53. |
3. Gardiner Sponsor is a wholly-owned subsidiary of, and is managed by, Gardiner Founder LLC, a Delaware limited liability company ("Gardiner Founder"). Gardiner Founder is controlled by GDNR Holdings, LLC, a Texas limited liability company ("GDNR Holdings") and it is managed by its manager, Mr. Linton. GDNR Holdings is managed by its manager, Mr. Linton. |
/s/ John Linton | 08/18/2023 | |
GDNR HOLDINGS, LLC By: /s/ John Linton Name: John Linton Title: Manager | 08/18/2023 | |
GARDINER FOUNDER, LLC By: /s/ John Linton Name: John Linton Title: Manager | 08/18/2023 | |
GARDINER HEALTHCARE HOLDINGS, LLC By: Gardiner Founder, LLC, its Managing Member By: /s/ John Linton Name: John Linton Title: Manager | 08/18/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |