SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WALTER ROBERT D

(Last)

(First)

(Middle)

7000 CARDINAL PLACE

(Street)

DUBLIN

43017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CARDINAL HEALTH INC [ CAH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	01/09/2007		G	V	6,512	D	⁽³⁾	1,026,651	D
Common Shares	03/19/2007		G	V	50,000	D	⁽³⁾	976,651	D
Common Shares	05/11/2007		G	V	346	D	⁽³⁾	1,101,344⁽⁴⁾	D
Common Shares	06/04/2007		M		550,000⁽¹⁾⁽²⁾	A	$31.167	1,745,983⁽¹⁾⁽²⁾⁽⁵⁾	D
Common Shares	06/04/2007		D		550,000⁽¹⁾⁽²⁾	D	$72.67	1,195,983⁽¹⁾⁽²⁾	D
Common Shares								3,183	I	By ESPP
Common Shares								282,252	I	By GRAT IX
Common Shares								445,000	I	By LLC⁽⁶⁾
Common Shares								389,540	I	By GRAT X
Common Shares								282,000	I	By LLC II⁽⁶⁾
Common Shares								535,715	I	By GRAT XI
Common Shares								300,000	I	By LLC III⁽⁶⁾
Common Shares								700,000	I	By GRAT XII

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)⁽⁷⁾	$36.307							03/02/2001	03/02/2008	Common Shares	96,402		1	D
Option (right to buy)⁽⁷⁾	$43.14							08/11/2001	08/11/2008	Common Shares	135,000		1	D
Option (right to buy)⁽⁷⁾	$47.333							03/01/2002	03/01/2009	Common Shares	187,500		1	D
Option (right to buy)⁽⁷⁾	$31.167							⁽¹²⁾	11/15/2009	Common Shares	562,500		1	D
Option (right to buy)⁽⁷⁾	$66.083							11/20/2003	11/20/2010	Common Shares	272,384		1	D
Option (right to buy)⁽⁷⁾	$68.1							01/15/2006	11/19/2011	Common Shares	440,529		1	D
Option (right to buy)⁽⁷⁾⁽⁸⁾	$67.9							11/18/2005	11/18/2012	Common Shares	486,009		1	D
Option (right to buy)⁽⁷⁾⁽⁸⁾	$61.38							11/17/2006	11/17/2013	Common Shares	507,086		1	D
Option (right to buy)⁽⁷⁾⁽⁸⁾	$44.15							08/23/2007	08/23/2014	Common Shares	562,500		1	D
Stock Appreciation Right⁽⁹⁾	$44.15							08/23/2007	08/23/2014	Common Shares	142,483		1	D
Stock Appreciation Right⁽¹⁰⁾	$31.167	06/04/2007		M			550,000	08/03/2005	⁽¹⁵⁾	Common Shares	862,500	$0	312,500	D
Option (right to buy)⁽⁷⁾⁽⁸⁾	$58.88							⁽¹³⁾	09/02/2012	Common Shares	379,759		1	D
Option (right to buy)⁽⁸⁾⁽¹¹⁾	$66.34							⁽¹⁴⁾	08/15/2013	Common Shares	198,762		1	D

Explanation of Responses:

1. As previously reported, a grant of 862,500 Deferred Payment Stock Appreciation Rights ("SAR") was made to the reporting person on August 3, 2005 at a grant price of $31.167 per share, as a result of the Company's discovery that a portion of a stock option that had been granted to him in November 1999 was in excess of that permitted to be granted to a single individual during any fiscal year under the Company's Equity Incentive Plan. The purpose of this SAR grant was to remedy the error described above and was contingent upon the reporting person's agreement that the portion of the 1999 option in excess of the share limitation would be cancelled. The agreement reflecting the SAR grant dated 08/03/2005 (the "Grant Agreement" ) was filed with the Securities and Exchange Commission as Exhibit 10.01 to the Company's Current Report on Form 8-K filed on August 5, 2005. [Cont. in Footnote 2].

2. [Cont. from Footnote 1] As reflected on this Form 4, the reporting person has exercised the SAR as to 550,000 of the 862,500 shares. Pursuant to the terms of the Grant Agreement, the reporting person will be entitled to receive a cash payment equal to the product of (i) the excess of the last sale price of Company stock on the exercise date ($72.67) over the exercise price of $31.167, times (ii) the number of shares as to which the reporting person is exercising the SAR (550,000). No Company shares were actually bought or sold in connection with the SAR exercise. The proceeds of the SAR exercise will not be paid to the reporting person at exercise, but will be deferred pursuant to the terms of the Grant Agreement and Internal Revenue Code Section 409A and paid to the reporting person (with interest accrued from the exercise date at the prime rate) on the date that is six months following the termination of reporting person's employment with the Company.

3. Bona fide gift(s).

4. 125,039 of these shares were previously reported as indirectly beneficially owned through GRAT X, and were subsequently transferred to direct beneficial ownership on May 1, 2007.

5. 94,639 of these shares were previously reported as indirectly beneficially owned through GRAT XI, and were subsequently transferred to direct beneficial ownership on May 18, 2007.

6. The reporting person holds the controlling interest in, and is the sole manager of, the LLC.

7. Stock option granted pursuant to the Cardinal Health, Inc. Equity Incentive Plan.

8. Stock option granted pursuant to the reporting person's then-applicable Employment Agreement with Cardinal Health. The Company and the reporting person are parties to an Employment Agreement originally dated November 20, 2001, and amended and restated on February 1, 2004 and April 17, 2006, and further amended on August 2, 2006 (the "Employment Agreement").

9. Deferred Payment Stock Appreciation Right granted in partial fulfillment of the Company's obligations to the reporting person pursuant to the Employment Agreement.

10. Deferred Payment Stock Appreciation Right granted to compensate the reporting person for the portion of the option to purchase 1,425,000 common shares originally granted to the reporting person on November 15, 1999 (the "November 1999 Option"), which portion has subsequently been determined to be null and void.

11. Stock option granted pursuant to the Cardinal Health, Inc. 2005 Long-Term Incentive Plan, as amended.

12. Stock option vested in three equal annual installments beginning on 11/15/00.

13. Stock option vests in four equal annual installments beginning on 9/2/2006.

14. Stock option vests in four equal annual installments beginning on 8/15/2007.

15. Expires on the earlier of (x) November 15, 2009 (the expiration date of the November 1999 Option) or (y) six months after the reporting person's termination of employment.

Remarks:

	Robert D. Walter	06/05/2007
	** Signature of Reporting Person	Date
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).
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