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 OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

STERLING LINDA J. 		2. Issuer Name and Ticker or Trading Symbol

CardioGenics Holdings Inc. [ CGNH ] 		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)

18321 HEART LAKE ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/21/2012
(Street)

CALEDON, A6 L7K 2A4
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Exchangeable Shares   (1)   (5) 2/21/2012     G         173086   (2)   7/31/2009     (3) Common Stock   (4) 173086     (5) 1328531   D    

Explanation of Responses:
( 1)  Exchangeable Shares of CardioGenics ExchangeCo Inc. ("ExchangeCo"), the indirectly, wholly-owned Canadian subsidiary of CardioGenics Holdings Inc. ("CardioGenics"), which are exchangeable, at any time, into shares of CardioGenics Common Stock on a one-for-one basis.
( 2)  The disposition was a gift of an interest in Exchangeable Shares of ExchangeCo entitling the holder to exchange such interest for 173,086 shares of Common Stock of CardioGenics.
( 3)  See Voting and Exchange Trust Agreement dated July 6, 2009 Among JAG Media Holdings Inc., CardioGenics ExchangeCo Inc. and Weirfoulds LLP set forth in Exhibit 10.1 of Form 8-K filed by CardioGenics on 07/06/09 for details of expiration and automatic redemption features of the Exchangeable Shares of ExchangeCo.
( 4)  Common Stock of CardioGenics
( 5)  N/A

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
STERLING LINDA J.
18321 HEART LAKE ROAD
CALEDON, A6 L7K 2A4 		X



Signatures
/s/ Linda J. Sterling 2/21/2012
** 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).
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 control number.
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