Travis Dalton - Jun 7, 2022 Form 4 Insider Report for CERNER Corp (CERN)

Role: EVP & Chief Client & Serv. Off
Signature: /s/ Shane M. Dawson, by Power of Attorney
Stock symbol: CERN
Transactions as of: Jun 7, 2022
Transactions value $: -$1,917,195
Form type: 4
Date filed: 6/9/2022, 05:22 PM
Previous filing: Mar 8, 2022
Next filing: Mar 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Ownership	Footnotes
transaction	CERN	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$51.2K	-539	-100%	$95.00	Jun 7, 2022	by 401(k) Plan	F1
transaction	CERN	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$43.1K	-454	-100%	$95.00	Jun 7, 2022	by ASPP account	F1
transaction	CERN	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$1.82M	-19.2K	-100%	$95.00	Jun 7, 2022	Direct	F1

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CERN	Non-Qualified Stock Option (right to buy)	Disposed to Issuer	-5K	-100%	Jun 8, 2022	Common Stock	5K	$65.27	Direct	F2
transaction	CERN	Non-Qualified Stock Option (right to buy)	Disposed to Issuer	-9.7K	-100%	Jun 8, 2022	Common Stock	9.7K	$57.24	Direct	F2
transaction	CERN	Non-Qualified Stock Option (right to buy)	Disposed to Issuer	-6.44K	-100%	Jun 8, 2022	Common Stock	6.44K	$65.88	Direct	F2
transaction	CERN	Restricted Stock Units	Disposed to Issuer	-4.8K	-100%	Jun 8, 2022	Common Stock	4.8K		Direct	F2
transaction	CERN	Restricted Stock Units	Disposed to Issuer	-3.34K	-100%	Jun 8, 2022	Common Stock	3.34K		Direct	F2
transaction	CERN	Restricted Stock Units	Disposed to Issuer	-13.7K	-100%	Jun 8, 2022	Common Stock	13.7K		Direct	F2
transaction	CERN	Restricted Stock Units	Disposed to Issuer	-22K	-100%	Jun 8, 2022	Common Stock	22K		Direct	F2
transaction	CERN	Restricted Stock Units	Disposed to Issuer	-16.9K	-100%	Jun 8, 2022	Common Stock	16.9K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Travis Dalton 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 securities disposed of pursuant to the terms of the Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto) filed by Cedar Acquisition Corporation ("Merger Subsidiary") in connection with 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 the Merger Agreement, on January 19, 2022, Oracle commenced a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of Cerner common stock for a purchase price of $95.00 per share, net to the holders thereof in cash, without interest and subject to any required tax withholding. On June 7, 2022, Oracle accepted all shares tendered in the Offer.
F2	This Form 4 reports derivative securities disposed of pursuant to the Merger Agreement, 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. At the Effective Time, each unvested restricted stock unit ("RSU") and unvested stock option was assumed by Oracle and converted into a number of Oracle RSUs and stock options, as applicable, based on the Award Exchange Ratio (as defined in the Merger Agreement), with the exercise price of the stock options accordingly adjusted, on the same vesting terms, all in accordance with the Merger Agreement. Each vested stock option and each RSU or stock option 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). The Merger Agreement was filed by Cerner on December 20, 2021, as Exhibit 2.1 to Form 8-K.

Content

This Form 4 reports securities disposed of pursuant to the terms of the Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto) filed by Cedar Acquisition Corporation ("Merger Subsidiary") in connection with 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 the Merger Agreement, on January 19, 2022, Oracle commenced a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of Cerner common stock for a purchase price of $95.00 per share, net to the holders thereof in cash, without interest and subject to any required tax withholding. On June 7, 2022, Oracle accepted all shares tendered in the Offer.

This Form 4 reports derivative securities disposed of pursuant to the Merger Agreement, 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. At the Effective Time, each unvested restricted stock unit ("RSU") and unvested stock option was assumed by Oracle and converted into a number of Oracle RSUs and stock options, as applicable, based on the Award Exchange Ratio (as defined in the Merger Agreement), with the exercise price of the stock options accordingly adjusted, on the same vesting terms, all in accordance with the Merger Agreement. Each vested stock option and each RSU or stock option 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). 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.