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*
Linton John

(Last) (First) (Middle)
C/O GDNR HOLDINGS, LLC
114 ASHLING

(Street)
SAN ANTONIO TX 78260

(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)
08/16/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 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 08/16/2023 S(1) 635,583 D (2) 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 (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
1. Name and Address of Reporting Person*
Linton John

(Last) (First) (Middle)
C/O GDNR HOLDINGS, LLC
114 ASHLING

(Street)
SAN ANTONIO TX 78260

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GDNR Holdings LLC

(Last) (First) (Middle)
C/O GDNR HOLDINGS, LLC
114 ASHLING

(Street)
SAN ANTONIO TX 78260

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Gardiner Founder, LLC

(Last) (First) (Middle)
C/O GDNR HOLDINGS, LLC
114 ASHLING

(Street)
SAN ANTONIO TX 78260

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Gardiner Healthcare Holdings, LLC

(Last) (First) (Middle)
C/O GDNR HOLDINGS, LLC
114 ASHLING

(Street)
SAN ANTONIO TX 78260

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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.
/s/ John Linton 08/18/2023
GDNR HOLDINGS, LLC By: /s/ John Linton Name: John Linton Title: Manager 08/18/2023
GARDINER FOUNDER, LLC By: /s/ John Linton Name: John Linton Title: Manager 08/18/2023
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
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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