Sec Form 4 Filing - Sim Brandon @ Cardio Diagnostics Holdings, Inc. - 2023-09-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sim Brandon 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) (Last) (First) (Middle) C/O CARDIO DIAGNOSTICS HOLDINGS INC., 311 W. SUPERIOR ST. SUITE 444 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2023 (Street) CHICAGO, IL60654 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 09/30/2023( 3 ) 12/31/2023( 3 ) Common Stock 12,500 $ 0 ( 4 ) $ 12,500 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sim Brandon C/O CARDIO DIAGNOSTICS HOLDINGS INC. 311 W. SUPERIOR ST. SUITE 444 CHICAGO, IL60654 X Signatures /s/ Elisa Luqman as attorney-in-fact for Brandon Sim 10/03/2023 Signature of Reporting Person Date

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, $25,000 in value of which vested on June 30, 2023 and $12,500 in value of which vested on September 30, 2023. Subject to continued service with the Issuer on the vesting date, the RSUs will continue to vest $12,500 in value 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.

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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