SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Philibert Robert (Last) (First) (Middle) 400 N. ABERDEEN ST., SUITE 900 (Street) CHICAGO IL 60642 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/25/2022	3. Issuer Name and Ticker or Trading Symbol Cardio Diagnostics Holdings, Inc. [ CDIO ]
		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	5. 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 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	7,601	D
Common Stock	1,586,464	I	See Note 1(1)
Common Stock	14,126	I	See Note 2(2)
Common Stock	7,601	I	See Note 3(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	10/25/2022	05/06/2032	Common Stock	514,089	$3.9	D

1. Name and Address of Reporting Person* Philibert Robert (Last) (First) (Middle) 400 N. ABERDEEN ST., SUITE 900 (Street) CHICAGO IL 60642 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Medical Officer

1. Name and Address of Reporting Person* BD Holding, Inc. (Last) (First) (Middle) 15 PROSPECT PLACE (Street) IOWA CITY IA 52246 (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. 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.

	/s/ Elisa Luqman - Attorney-in-Fact for Robert Philibert and BD Holding Inc.	11/04/2022
	** 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 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 Number.