Lau Stanley K. exercised 47,937 shares at a strike of $0.39, increasing direct ownership by 163% to 77,348 units (SEC Form 4)
$MAAQ
Consumer Electronics/Appliances
Industrials
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cardio Diagnostics Holdings, Inc. [ CDIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2023 | ||||||||||||||||||||||||||
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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 | 07/31/2023 | M(1) | 1,653 | A | $1.21 | 31,064 | D | |||
| Common Stock | 08/31/2023 | M(2) | 3,637 | A | $0.5499 | 34,701 | D | |||
| Common Stock | 09/30/2023 | M(3) | 5,882 | A | $0.34 | 40,583 | D | |||
| Common Stock | 09/30/2023 | M(4) | 36,765 | A | $0.34 | 77,348 | D | |||
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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 | ||||||||
| Restricted Stock Units | $0(5) | 07/31/2023 | M | $2,000 | 07/31/2023(6) | 01/31/2024(6) | Common Stock | $2,000 | $0(7) | $12,000(7) | D | ||||
| Restricted Stock Units | $0(8) | 08/31/2023 | M | $2,000 | 08/31/2023(6) | 01/31/2024(6) | Common Stock | $2,000 | $0(7) | $10,000(7) | D | ||||
| Restricted Stock Units | $0(9) | 09/30/2023 | M | $2,000 | 09/30/2023(6) | 01/31/2024(6) | Common Stock | $2,000 | $0(7) | $8,000(7) | D | ||||
| Restricted Stock Units | $0(10) | 09/30/2023 | M | $12,500 | 09/30/2023(11) | 12/31/2023(11) | Common Stock | $12,500 | $0(7) | $12,500(7) | D | ||||
| Explanation of Responses: |
| 1. Represents the settlement of restricted stock units (RSUs), awarded for advisory services, which vested on July 31, 2023 through the issuance of shares of Common Stock. |
| 2. Represents the settlement of RSUs, awarded for advisory services, which vested on August 31, 2023 through the issuance of shares of Common Stock |
| 3. Represents the settlement of RSUs, awarded for advisory services, which vested on September 30, 2023 through the issuance of shares of Common Stock. |
| 4. Represents the settlement of RSUs, awarded as director compensation, which vested on September 30, 2023 through the issuance of shares of Common Stock. |
| 5. Each RSU is the economic equivalent of one share of Cardio Diagnostics Holdings, Inc. common stock. On July 31, 2023, $2,000 in value of RSUs vested and were settled at the price of $1.21, which was the closing price of the Company Common Stock on the vesting date. The settlement shares are reflected in Table I. |
| 6. On July 1, 2023, the reporting person was awarded $24,000 in value of RSUs, $10,000 in value of which vested on July 1, 2023, $2,000 in value of which vested on July 31, 2023, $2,000 in value of which vested on August 31, 2023, and $2,000 in value of which vested on September 30, 2023. Subject to continued service with the Issuer on each respective vesting date, the RSUs will continue to vest as follows based on the closing price of the Issuers common stock on each respective vesting date: (i) $2,000 in value on October 31, 2023; (ii) $2,000 in value on November 30, 2023; (iii) $2,000 in value on December 31, 2023; and (iv) $2,000 in value on January 31, 2024. |
| 7. The RSUs were granted pursuant to the Issuers 2022 Equity Incentive Plan. |
| 8. Each RSU is the economic equivalent of one share of Cardio Diagnostics Holdings, Inc. common stock. On August 31, 2023, $2,000 in value of RSUs vested and were settled at the price of $0.5499, which was the closing price of the Companys Common Stock on the vesting date. The settlement shares are reflected in Table I. |
| 9. Each RSU is the economic equivalent of one share of Cardio Diagnostics Holdings, Inc. common stock. On September 30, 2023, $2,000 in value of RSUs vested and were settled at the price of $0.34 which was the closing price of the Companys Common Stock on the vesting date. The settlement shares are reflected in Table I. |
| 10. 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 Companys Common Stock on the vesting date. The settlement shares are reflected in Table I. |
| 11. On June 19, 2023, the reporting person was awarded $50,000 in value of RSUs of which $12,500 vested on September 30, 2023. Subject to continued service with the Issuer on each respective 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. |
| /s/ Elisa Luqman as attorney-in-fact for Stanley Lau | 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). | ||
| ** 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. | ||