0001104659-23-079186.txt : 20230707 0001104659-23-079186.hdr.sgml : 20230707 20230707171126 ACCESSION NUMBER: 0001104659-23-079186 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230629 FILED AS OF DATE: 20230707 DATE AS OF CHANGE: 20230707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Linton John CENTRAL INDEX KEY: 0001471778 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41185 FILM NUMBER: 231077632 MAIL ADDRESS: STREET 1: 21015 CACTUS CLIFF CITY: SAN ANTONIO STATE: TX ZIP: 78258 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GDNR Holdings LLC CENTRAL INDEX KEY: 0001983409 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41185 FILM NUMBER: 231077631 BUSINESS ADDRESS: STREET 1: 3107 WARRINGTON RD. CITY: SHAKER HEIGHTS STATE: OH ZIP: 44120 BUSINESS PHONE: 210-386-4909 MAIL ADDRESS: STREET 1: 3107 WARRINGTON RD. CITY: SHAKER HEIGHTS STATE: OH ZIP: 44120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gardiner Healthcare Acquisitions Corp. CENTRAL INDEX KEY: 0001858912 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 862899992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3107 WARRINGTON ROAD CITY: SHAKER HEIGHTS STATE: OH ZIP: 44120 BUSINESS PHONE: 216-633-6708 MAIL ADDRESS: STREET 1: 3107 WARRINGTON ROAD CITY: SHAKER HEIGHTS STATE: OH ZIP: 44120 3 1 tm2320876-1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2023-06-29 0 0001858912 Gardiner Healthcare Acquisitions Corp. GDNR 0001471778 Linton John C/O GDNR HOLDINGS, LLC 114 ASHLING SAN ANTONIO TX 78260 0 0 1 0 0001983409 GDNR Holdings LLC C/O GDNR HOLDINGS, LLC 114 ASHLING SAN ANTONIO TX 78260 0 0 1 0 Common Stock 1786125 I By Gardiner Healthcare Holdings, LLC 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"). (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. 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. /s/ John Linton 2023-07-07 GDNR HOLDINGS, LLC By: /s/ John Linton Name: John Linton Title: Manager 2023-07-07