Mark J. Erceg - Jun 7, 2022 Form 4 Insider Report for CERNER Corp (CERN)

Role
Exec. VP & CFO
Signature
/s/ Shane M. Dawson, by Power of Attorney
Stock symbol
CERN
Transactions as of
Jun 7, 2022
Transactions value $
-$4,203,180
Form type
4
Date filed
6/9/2022, 05:23 PM
Previous filing
Mar 8, 2022
Next filing
Jan 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CERN Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$4.17M -43.9K -100% $95.00 0 Jun 7, 2022 Direct F1
transaction CERN Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$665 -7 -100% $95.00 0 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 -$31.5K -332 -100% $95.00 0 Jun 7, 2022 by ASPP account F1

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 -13.2K -100% 0 Jun 8, 2022 Common Stock 13.2K Direct F2
transaction CERN Restricted Stock Units Disposed to Issuer -28.7K -100% 0 Jun 8, 2022 Common Stock 28.7K Direct F2
transaction CERN Restricted Stock Units Disposed to Issuer -25.7K -100% 0 Jun 8, 2022 Common Stock 25.7K Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark J. Erceg 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") 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.