Sec Form 4 Filing - ATWOOD BRIAN G @ CERO THERAPEUTICS HOLDINGS, INC. - 2025-03-31

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

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1. Name and Address of Reporting Person ATWOOD BRIAN G 2. Issuer Name and Ticker or Trading Symbol CERO THERAPEUTICS HOLDINGS, INC. [ CERO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) CERO THERAPEUTICS HOLDINGS, INC., 201 HASKINS WAY, SUITE 230 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2025 (Street) SOUTH SAN FRANCISCO, CA94080 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/31/2025 M 294,460 A $ 0.0001 490,534 I See Footnote ( 1 ) Common Stock 1,250 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 (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 Pre-Funded Warrant $ 0.0001 03/31/2025 M 294,460 02/07/2025 ( 2 ) Common Stock 294,460 $ 0.0001 11,660 D Pre-Funded Warrant $ 0.0001 02/07/2025 ( 2 ) Common Stock 204,080 204,080 I By GVN, LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ATWOOD BRIAN G CERO THERAPEUTICS HOLDINGS, INC. 201 HASKINS WAY, SUITE 230 SOUTH SAN FRANCISCO, CA94080 X Signatures /s/ Brian G. Atwood 04/04/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 28, 2025, Mr. Atwood exercised Pre-Funded Warrants (the "Pre-Funded Warrants") and directed the issuance of the shares of common stock of CERo Therapeutics Holdings, Inc. (the "Issuer") to the Atwood-Edminster Trust dtd 4-2-2000 (the "Trust"). Mr. Atwood and his wife are the managers of the LLC and the trustees of the Trust. Accordingly, Mr. Atwood may be deemed to have beneficial ownership of the securities held directly by the LLC.. ( 2 )The Pre-Funded Warrants are exercisable at any time on or after the date of issuance for an exercise price of $0.0001 per share, for shares of common stock of the Issuer. ( 3 )GVN, LLC (the "LLC") is a limited liability company of which the sole member is the Trust..

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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