SEC FORM 4

SEC FORM 4 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Lau Stanley K.

(Last)

(First)

(Middle)

C/O CARDIO DIAGNOSTICS HOLDINGS INC.

400 N. ABERDEEN ST., SUITE 900

(Street)

CHICAGO

60642

(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)
06/30/2023

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2023		M⁽¹⁾		21,008	A	$1.19	21,008	D
Common Stock	07/01/2023		M⁽²⁾		8,403	A	$1.19	29,411	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽³⁾	06/30/2023		M		$25,000		06/30/2023⁽⁴⁾	12/31/2023⁽⁴⁾	Common Stock	$25,000	$0⁽⁵⁾	$25,000⁽⁵⁾	D
Restricted Stock Units	$0⁽⁶⁾	07/01/2023		M		$14,000		07/01/2023⁽⁷⁾	01/31/2024⁽⁷⁾	Common Stock	$14,000	$0⁽⁵⁾	$39,000⁽⁵⁾	D

Explanation of Responses:

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

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

3. Each RSU is the economic equivalent of one share of Cardio Diagnostics Holdings, Inc. common stock. On June 30, 2023, $25,000 in value of RSUs vested and were settled at the price of $1.19, which was the closing price of the Companys Common Stock on the vesting date. The settlement shares are reflected in Table I.

4. On June 19, 2023, the reporting person was awarded $50,000 in value of RSUs, $25,000 in value of which vested on June 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) $12,500 in value on September 30, 2023; and (ii) $12,500 in value on December 31, 2023.

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

6. Each RSU is the economic equivalent of one share of Cardio Diagnostics Holdings, Inc. common stock. On July 1, 2023, $10,000 in value of RSUs vested and were settled at the price of $1.19, which was the closing price of the Companys Common Stock on the vesting date. The settlement shares are reflected in Table I.

7. 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. 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 July 31, 2023, (ii) $2,000 in value on August 31, 2023, (iii) $2,000 in value on September 30, 2023; (iv) $2,000 in value on October 31, 2023; (v) $2,000 in value on November 30, 2023; (vi) $2,000 in value on December 31, 2023 and (vii) $2,000 in value on January 31, 2024.

	/s/ Elisa Luqman as attorney-in-fact for Stanley Lau	07/05/2023
	** 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.