Michael R. Battaglioli - 07 Jun 2022 Form 4 Insider Report for CERNER Corp

Footnote 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.

Footnote 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.

Footnote F3

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, 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) 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.