FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Devers Daniel
2. Issuer Name and Ticker or Trading Symbol

CERNER Corp [ CERN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP & Chief Legal Officer
(Last)          (First)          (Middle)

2800 ROCK CREEK PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

6/7/2022
(Street)

NORTH KANSAS CITY, MO 64117
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 6/7/2022  U(1)  295 D$95.00 (1)0 I by 401(k) Plan 
Common Stock 6/7/2022  U(1)  926 D$95.00 (1)0 I by ASPP account 
Common Stock 6/7/2022  U(1)  8910 D$95.00 (1)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (right to buy) $65.27 (2)6/8/2022  D (2)    5000  5/1/2019 5/1/2027 Common Stock 5000  (2)0 D  
Non-Qualified Stock Option (right to buy) $57.24 (2)6/8/2022  D (2)    7465  5/4/2020 5/4/2028 Common Stock 7465  (2)0 D  
Non-Qualified Stock Option (right to buy) $65.88 (2)6/8/2022  D (2)    6441  4/29/2020 4/29/2029 Common Stock 6441  (2)0 D  
Restricted Stock Units  (2)6/8/2022  D (2)    2883  4/30/2021 4/28/2023 Common Stock 2883  (2)0 D  
Restricted Stock Units  (2)6/8/2022  D (2)    8243  4/28/2023 4/28/2023 Common Stock 8243  (2)0 D  
Restricted Stock Units  (2)6/8/2022  D (2)    7608  5/7/2022 5/7/2024 Common Stock 7608  (2)0 D  
Restricted Stock Units  (2)6/8/2022  D (2)    10164  3/4/2023 3/4/2025 Common Stock 10164  (2)0 D  

Explanation of Responses:
(1) 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.
(2) 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") 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). 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Devers Daniel
2800 ROCK CREEK PARKWAY
NORTH KANSAS CITY, MO 64117


EVP & Chief Legal Officer

Signatures
/s/ Shane M. Dawson, by Power of Attorney6/9/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Cerner (NASDAQ:CERN)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024 Cerner 차트를 더 보려면 여기를 클릭.
Cerner (NASDAQ:CERN)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024 Cerner 차트를 더 보려면 여기를 클릭.