Sec Form 3 Filing - Philibert Robert @ Cardio Diagnostics Holdings, Inc. - 2022-10-25

FORM 3 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 Philibert Robert 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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) 400 N. ABERDEEN ST., SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 10/25/2022 (Street) CHICAGO, IL60642 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 7,601 D Common Stock 1,586,464 I See Note 1( 1 ) Common Stock 14,126 I See Note 2( 2 ) Common Stock 7,601 I See Note 3( 3 )

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 Stock Options (right to buy) $ 3.9 10/25/2022 05/06/2032 Common Stock 514,089 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Philibert Robert 400 N. ABERDEEN ST., SUITE 900 CHICAGO, IL60642 X X Chief Medical Officer BD Holding, Inc. 15 PROSPECT PLACE IOWA CITY, IA52246 X Signatures /s/ Elisa Luqman - Attorney-in-Fact for Robert Philibert and BD Holding Inc. 11/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held directly by BD Holding Inc. ("BD Holding"). Dr. Philibert may be deemed to beneficially own these securities because he is the sole director and officer, and the controlling shareholder, of BD Holding. He disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 2 )These securities are held directly by a limited liability company of which Dr. Philibert is the control person. He may be deemed to beneficially own these securities because he is the control person of such company. He disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 3 )These securities are held by Dr. Philibert's spouse. Dr. Philibert disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks: The reporting persons are filing this Form 3 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended.

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).

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