Nasim Afsarmanesh - Jun 8, 2022 Form 4 Insider Report for CERNER Corp (CERN)

Role
EVP & Chief Health Officer
Signature
/s/ Shane M. Dawson, by Power of Attorney
Stock symbol
CERN
Transactions as of
Jun 8, 2022
Transactions value $
$0
Form type
4
Date filed
6/9/2022, 05:20 PM
Previous filing
Mar 8, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CERN Common Stock 0 Jun 8, 2022 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CERN Restricted Stock Units Disposed to Issuer -6.44K -100% 0 Jun 8, 2022 Common Stock 6.44K Direct F1, F2
transaction CERN Restricted Stock Units Disposed to Issuer -8.02K -100% 0 Jun 8, 2022 Common Stock 8.02K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Nasim Afsarmanesh is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports derivative securities disposed of pursuant to the Agreement and Plan of Merger, dated December 20, 2021 (as it may be amended or supplemented from time to time, the "Merger Agreement"), between Cerner Corporation ("Cerner") and Merger Subsidiary, which is a wholly owned subsidiary of OC Acquisition LLC ("Parent"), Parent, which is a wholly owned subsidiary of Oracle Corporation ("Oracle"), and Oracle, pursuant to which Merger Subsidiary merged into Cerner, effective on June 8, 2022 (the "Effective Time"), with Cerner becoming a wholly owned indirect subsidiary of Oracle.
F2 At the Effective Time, each unvested restricted stock unit ("RSU") was assumed by Oracle and converted into a number of Oracle RSUs based on the Award Exchange Ratio (as defined in the Merger Agreement), on the same vesting terms, all in accordance with the Merger Agreement. Each RSU that vested on the Effective Time was cancelled and converted into the right to receive the Compensatory Award Payment (as defined in the Merger Agreement) in accordance with the Merger Agreement. The Merger Agreement was filed by Cerner on December 20, 2021, as Exhibit 2.1 to Form 8-K.

Remarks:

By virtue of the Merger Agreement, the reporting person has ceased being a Section 16 officer of Cerner Corporation.