Sec Form 3 Filing - Linton John @ Gardiner Healthcare Acquisitions Corp. - 2023-06-29

Insider filing report for Changes in Beneficial Ownership
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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
Linton John
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)
(Last) (First) (Middle)
C/O GDNR HOLDINGS, LLC, 114 ASHLING
3. Date of Earliest Transaction (MM/DD/YY)
06/29/2023
(Street)
SAN ANTONIO, TX78260
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 1,786,125 ( 1 ) ( 2 ) I By Gardiner Healthcare Holdings, LLC ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Linton John
C/O GDNR HOLDINGS, LLC
114 ASHLING
SAN ANTONIO, TX78260
X
GDNR Holdings LLC
C/O GDNR HOLDINGS, LLC
114 ASHLING
SAN ANTONIO, TX78260
X
Signatures
/s/ John Linton 07/07/2023
Signature of Reporting Person Date
GDNR HOLDINGS, LLC By: /s/ John Linton Name: John Linton Title: Manager 07/07/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective as of June 29, 2023, GDNR Holdings, LLC, a Texas limited liability company ("GDNR Holdings"), was issued units, and became a controlling member, of Gardiner Founder LLC, a Delaware limited liability company ("Gardiner Founder"), and John Linton ("Mr. Linton") became a manager and a member of GDNR Holdings (collectively, the "Transaction"). As a result of this Transaction, GDNR Holdings and Mr. Linton became beneficial owners of 1,336,563 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), held directly by Gardiner Healthcare Holdings, LLC, a Delaware limited liability company ("Gardiner Sponsor").
( 2 )(Continue)In addition, as part of the Transaction, 449,562 shares of Common Stock were transferred to Gardiner Sponsor pursuant to five Founder Shares Transfer Agreements (the "Agreements"), each dated June 29, 2023, by and between Gardiner Sponsor and James P. Linton, Thomas F. Ryan, Frank C. Sciavolino, and Matthew Rossen, each a director of the Issuer, and CCMAUS Pty Ltd, a prior co-sponsor of the Issuer, respectively (each, a "Transferor"). Pursuant to the Agreements, each Transferor transferred all of such Transferor's right, title and interest in shares of the Common Stock to Gardiner Sponsor, in consideration for the receipt of units of Gardiner Founder. Specifically, James P. Linton, Thomas F. Ryan, Frank C. Sciavolino, and Matthew Rossen each transferred 25,000 shares of Common Stock to Gardiner Sponsor and CCMAUS Pty Ltd transferred 349,562 shares of Common Stock to Gardiner Sponsor.
( 3 )Gardiner Sponsor is a wholly-owned subsidiary of, and is managed by, Gardiner Founder. Gardiner Founder is controlled by GDNR Holdings. GDNR Holdings is managed by its manager, Mr. Linton.

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