Sec Form 4 Filing - Linton John @ Gardiner Healthcare Acquisitions Corp. - 2023-08-16

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
08/16/2023
(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 08/16/2023 S( 1 ) 635,583 D 1,150,542 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
Gardiner Founder, LLC
C/O GDNR HOLDINGS, LLC
114 ASHLING
SAN ANTONIO, TX78260
X
Gardiner Healthcare Holdings, LLC
C/O GDNR HOLDINGS, LLC
114 ASHLING
SAN ANTONIO, TX78260
X
Signatures
/s/ John Linton 08/18/2023
Signature of Reporting Person Date
GDNR HOLDINGS, LLC By: /s/ John Linton Name: John Linton Title: Manager 08/18/2023
Signature of Reporting Person Date
GARDINER FOUNDER, LLC By: /s/ John Linton Name: John Linton Title: Manager 08/18/2023
Signature of Reporting Person Date
GARDINER HEALTHCARE HOLDINGS, LLC By: Gardiner Founder, LLC, its Managing Member By: /s/ John Linton Name: John Linton Title: Manager 08/18/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Gardiner Healthcare Holdings, LLC, a Delaware limited liability company ("Gardiner Sponsor"), transferred 635,583 shares of common stock, par value $0.0001 per share of the Issuer, to Chardan Gardiner LLC, a Delaware limited liability company ("Chardan Gardiner"), pursuant to the Founder Shares Transfer Agreement, dated as of August 16, 2023, between Gardiner Sponsor and Chardan Gardiner (the "Agreement").
( 2 )Under the Agreement, the aggregate purchase price of the securities transferred pursuant to the Agreement was $7.53.
( 3 )Gardiner Sponsor is a wholly-owned subsidiary of, and is managed by, Gardiner Founder LLC, a Delaware limited liability company ("Gardiner Founder"). Gardiner Founder is controlled by GDNR Holdings, LLC, a Texas limited liability company ("GDNR Holdings") and it is managed by its manager, Mr. Linton. GDNR Holdings is managed by its manager, Mr. Linton.

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.