Jerome Labat - Jun 7, 2022 Form 4 Insider Report for CERNER Corp (CERN)

Role: EVP & Chief Technology Officer
Signature: /s/ Shane M. Dawson, by Power of Attorney
Stock symbol: CERN
Transactions as of: Jun 7, 2022
Transactions value $: -$2,084,870
Form type: 4
Date filed: 6/9/2022, 05:25 PM
Previous filing: Mar 8, 2022

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	-$2.08M	-21.9K	-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	-$3.52K	-37	-100%	$95.00	0	Jun 7, 2022	by 401(k) Plan	F1

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	CERN	Restricted Stock Units	Disposed to Issuer	-11.5K	-100%	Jun 8, 2022	Common Stock	11.5K	Direct	F2
transaction	CERN	Restricted Stock Units	Disposed to Issuer	-19.7K	-100%	Jun 8, 2022	Common Stock	19.7K	Direct	F2
transaction	CERN	Restricted Stock Units	Disposed to Issuer	-26.1K	-100%	Jun 8, 2022	Common Stock	26.1K	Direct	F2
transaction	CERN	Restricted Stock Units	Disposed to Issuer	-23K	-100%	Jun 8, 2022	Common Stock	23K	Direct	F2

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

Jerome Labat 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.

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") 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.