Form: 4

Statement of changes in beneficial ownership of securities

March 15, 2024

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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
KANDERS WARREN B
(Last) (First) (Middle)
C/O KANDERS & COMPANY, INC.
250 ROYAL PALM WAY, SUITE 201
(Street)
PALM BEACH FL 33480
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cadre Holdings, Inc. [ CDRE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO AND CHAIRMAN
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2024
4. If Amendment, Date of 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
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, par value $0.0001 per share ("Common Stock") 03/13/2024 M 11,453 A (1) 27,212 D
Common Stock 03/13/2024 F 3,219(2) D $39.49 23,993 D
Common Stock 13,623,045 I By Kanders SAF, LLC(3)(5)
Common Stock 1,305,650 I By Warren B. Kanders Roth IRA
Common Stock 23,450 I By Allison Kanders Roth IRA(4)(5)
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
Restricted Stock Units (1) 03/13/2024 M 11,453 (1) (1) Common Stock 11,453 $0 22,910 D
Explanation of Responses:
1. Comprised of a restricted stock units award previously granted on March 13, 2023 under the Issuer's 2021 Stock Incentive Plan (the "Restricted Stock Award") consisting of 34,363 restricted shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"). 11,453 restricted shares of Common Stock vested and became non-forfeitable on March 13, 2024, and 11,455 restricted shares of Common Stock will vest and become non-forfeitable on each of March 13, 2025 and March 13, 2026.
2. Represents the number of shares of Common Stock withheld by the Issuer to satisfy the tax withholding obligations incurred by Mr. Kanders as a result of the vesting on March 13, 2024, of a portion of the Restricted Stock Award.
3. The Reporting Person is the sole manager and member of Kanders SAF, LLC.
4. Allison Kanders is the Reporting Person's spouse.
5. The Reporting Person disclaims beneficial ownership of the securities described in this statement, except to the extent of his pecuniary interest in such securities.
/s/ Warren B. Kanders 03/15/2024
** 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 Number.