Zollars William D - Jun 7, 2022 Form 4 Insider Report for CERNER Corp (CERN)

Role: Director
Signature: /s/ Shane M. Dawson, by Power of Attorney
Stock symbol: CERN
Transactions as of: Jun 7, 2022
Transactions value $: -$2,875,460
Form type: 4
Date filed: 6/9/2022, 05:27 PM
Previous filing: May 5, 2022
Next filing: Jul 1, 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	-$2.53M	-26.6K	-100%	$95.00	0	Jun 7, 2022	by Revocable Trust	F1
transaction	CERN	Common Stock	Disposed to Issuer	-$350K	-3.68K	-100%	$95.00	0	Jun 8, 2022	Direct	F2

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

Zollars William D 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 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 issued and outstanding share of Cerner common stock was cancelled and converted into the right to receive $95.00 per share in cash, without interest thereon and subject to any required tax withholding.

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 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 issued and outstanding share of Cerner common stock was cancelled and converted into the right to receive $95.00 per share in cash, without interest thereon and subject to any required tax withholding.

Remarks:

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