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*
Gardiner Healthcare Holdings, LLC
(Last) (First) (Middle)
C/O GARDINER HEALTHCARE ACQUISITIONS
CORP. 3107 WARRINGTON ROAD
(Street)
SHAKER HEIGHTS OH 44120
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Gardiner Healthcare Acquisitions Corp. [ GDNR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2023
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share 06/29/2023 P(1)(2) 449,562(1)(2) A (1)(2) 1,786,125 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These shares of common stock, par value $0.0001 per share (the "Common Stock") of Gardiner Healthcare Acquisitions Corp. ("Gardiner") were transferred to the Reporting Person pursuant to five Founder Shares Transfer Agreements (the "Agreements"), each dated June 29, 2023, by and between the Reporting Person and James P. Linton ("Linton"), Thomas F. Ryan ("Ryan"), Frank C. Sciavolino ("Sciavolino"), Matthew Rossen ("Rossen"), each a director of Gardiner, and CCMAUS Pty Ltd ("CCMAUS"), a prior co-sponsor of Gardiner, respectively (each, a "Transferor").
2. (Continue) Pursuant to the Agreements, each Transferor transferred all of its right, title and interest in shares of the Common Stock to the Reporting Person, in consideration for the receipt of units of Gardiner Founder LLC, a Delaware limited liability company, and sole owner of the Reporting Person. Specifically, Linton, Ryan, Sciavolino and Rossen each transferred 25,000 shares of Common Stock to the Reporting Person and CCMAUS transferred 349,562 shares of Common Stock to the Reporting Person.
Gardiner Healthcare Holdings, LLC By: Gardiner Founder, LLC its Managing Member By: /s/ John Linton, Manager 07/03/2023
** 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.
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