Elder Granger - 07 Jun 2022 Form 4 Insider Report for CERNER Corp

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
09 Jun 2022, 17:25:02 UTC
Prior SEC filing
29 Apr 2022
Next SEC filing
10 Jun 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Shane M. Dawson, by Power of Attorney

Key filing fact

Elder Granger filed Form 4 for CERNER Corp on 09 Jun 2022.

Key facts

  • This page summarizes Elder Granger's Form 4 filing for CERNER Corp.
  • 2 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 09 Jun 2022, 17:25.

Change

  • Previous filing in this sequence was filed on 29 Apr 2022.
  • Current net transaction value: -$776,245.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CERN transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
$262,960
Shares
-2,768
Change %
-34%
Price
$95.00
Shares after
5,403
Date
07 Jun 2022
Ownership
Direct
Footnotes
F1
CERN transaction

Common Stock

Disposed to Issuer

Transaction value
$513,285
Shares
-5,403
Change %
-100%
Price
$95.00
Shares after
0
Date
08 Jun 2022
Ownership
Direct
Footnotes
F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Elder Granger is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 2 footnotes

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.

SEC remarks

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

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