Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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: 3235-0287 Estimated average burden hours per response... 0.5

(Print or Type Responses)

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 (Month/Day/Year) 03/31/2025 (Street) SOUTH SAN FRANCISCO, CA 94080 4. If Amendment, Date Original Filed (Month/Day/Year) 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 (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 03/31/2025 M 294,460 A $0.0001 490,534 I See Footnote(1) Common Stock 1,250 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 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, CA 94080	X

Signatures

/s/ Brian G. Atwood		04/04/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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..

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.