FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Philibert Robert		 2. Date of Event Requiring Statement (MM/DD/YYYY)
10/25/2022 

 3. Issuer Name and Ticker or Trading Symbol

Cardio Diagnostics Holdings, Inc. [CDIO]
(Last)        (First)        (Middle)

400 N. ABERDEEN ST., SUITE 900		 4. 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 /
(Street)

CHICAGO, IL 60642      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		2. Amount of Securities Beneficially Owned
(Instr. 4)		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 7601 D  
Common Stock 1586464 I See Note 1 (1)
Common Stock 14126 I See Note 2 (2)
Common Stock 7601 I See Note 3 (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)		2. Date Exercisable and Expiration Date
(MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (right to buy) 10/25/2022 5/6/2032 Common Stock 514089 $3.90 D  
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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Philibert Robert
400 N. ABERDEEN ST., SUITE 900
CHICAGO, IL 60642		XXChief Medical Officer
BD Holding, Inc.
15 PROSPECT PLACE
IOWA CITY, IA 52246
X
Signatures
/s/ Elisa Luqman - Attorney-in-Fact for Robert Philibert and BD Holding Inc.11/4/2022
**Signature of Reporting PersonDate
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 5(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 control number.
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