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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CARDINAL HEALTH INC [ CAH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 08/15/2007 | F(1) | 3,034 | D | $67.69(2) | 693,929(4) | D | |||
Common Shares | 08/15/2007 | A | 28,100 | A | (3) | 722,029 | D | |||
Common Shares | 3,574 | I | By ESPP | |||||||
Common Shares | 300,527(5) | I | By GRAT IX | |||||||
Common Shares | 402,500 | I | By LLC(6) | |||||||
Common Shares | 413,340(7) | I | By GRAT X | |||||||
Common Shares | 255,000 | I | By LLC II(6) | |||||||
Common Shares | 562,445(8) | I | By GRAT XI | |||||||
Common Shares | 271,500 | I | By LLC III(6) | |||||||
Common Shares | 728,215(9) | I | By GRAT XII | |||||||
Common Shares | 500,000(10) | I | By GRAT XIII |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (right to buy)(11) | $36.307 | 03/02/2001 | 03/02/2008 | Common Shares | 96,402 | 1 | D | ||||||||
Option (right to buy)(11) | $43.14 | 08/11/2001 | 08/11/2008 | Common Shares | 135,000 | 1 | D | ||||||||
Option (right to buy)(11) | $47.333 | 03/01/2002 | 03/01/2009 | Common Shares | 187,500 | 1 | D | ||||||||
Option (right to buy)(11) | $31.167 | (16) | 11/15/2009 | Common Shares | 562,500 | 1 | D | ||||||||
Option (right to buy)(11) | $66.083 | 11/20/2003 | 11/20/2010 | Common Shares | 272,384 | 1 | D | ||||||||
Option (right to buy)(11) | $68.1 | 01/15/2006 | 11/19/2011 | Common Shares | 440,529 | 1 | D | ||||||||
Option (right to buy)(11)(12) | $67.9 | 11/18/2005 | 11/18/2012 | Common Shares | 486,009 | 1 | D | ||||||||
Option (right to buy)(11)(12) | $61.38 | 11/17/2006 | 11/17/2013 | Common Shares | 507,086 | 1 | D | ||||||||
Option (right to buy)(11)(12) | $44.15 | 08/23/2007 | 08/23/2014 | Common Shares | 562,500 | 1 | D | ||||||||
Stock Appreciation Right(13) | $44.15 | 08/23/2007 | 08/23/2014 | Common Shares | 142,483 | 1 | D | ||||||||
Stock Appreciation Right(14) | $31.167 | 08/03/2005 | (19) | Common Shares | 862,500 | 312,500 | D | ||||||||
Option (right to buy)(11)(12) | $58.88 | (17) | 09/02/2012 | Common Shares | 379,759 | 1 | D | ||||||||
Option (right to buy)(12)(15) | $66.34 | (18) | 08/15/2013 | Common Shares | 198,762 | 1 | D | ||||||||
Option (right to buy)(12)(15) | $67.26 | 08/15/2007 | A | 1 | (20) | 08/15/2014 | Common Shares | 187,826 | (21) | 1 | D |
Explanation of Responses: |
1. Represents withholding of shares to satisfy tax withholding obligations of reporting person in connection with the vesting of 9,496 restricted share units. |
2. Reflects closing price on prior business day. |
3. Restricted share unit award granted without payment by grantee. |
4. 425 of these shares were previously reported as indirectly beneficially owned through LLC and were subsequently transferred to direct beneficial ownership on 8/15/2007; 270 of these shares were previously reported as indirectly beneficially owned through LLC II and were subsequently trnsferred to direct beneficial ownership on 8/15/2007; 285 of these shares were previously reported as indirectly benefically owned through LLC III and were subsequently transferred to direct beneficial ownership on 8/15/2007. |
5. 18,275 of these shares were previously reported as indirectly beneficially owned through LLC and were subsequently transferred to indirect beneficial ownership through GRAT IX on 8/15/2007. |
6. The reporting person holds the controlling interest in, and is the sole manager of, the LLC. |
7. 23,800 of these shares were previously reported as indirectly benefically owned through LLC and were subsequently transferred to indirect beneficial ownership through GRAT X on 8/15/2007. |
8. 26,730 of these shares were previously reported as indirectly beneficially owned through LLC II and were subsequently transferred to indirect beneficial ownership through GRAT XI on 8/15/2007. |
9. 28,215 of these shares were previously reported as indirectly beneficially owned through LLC III and were subsequently transferred to indirect beneficial ownership through GRAT XII on 8/15/2007. |
10. These 500,000 shares were transferred from direct beneficial ownership and contributed to a new grantor retained entity trust (GRAT XIII), of which the reporting person is the grantor and trustee, on 8/10/2007. |
11. Stock option granted pursuant to the Cardinal Health, Inc. Equity Incentive Plan. |
12. 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"). |
13. Deferred Payment Stock Appreciation Right granted in partial fulfillment of the Company's obligations to the reporting person pursuant to the Employment Agreement. |
14. 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. |
15. Stock option granted pursuant to the Cardinal Health, Inc. 2005 Long-Term Incentive Plan, as amended. |
16. Stock option vested in three equal annual installments beginning on 11/15/00. |
17. Stock option vests in four equal annual installments beginning on 9/2/2006. |
18. Stock option vests in four equal annual installments beginning on 8/15/2007. |
19. 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. |
20. Stock option vests in three equal annual installments beginning on 8/15/2008. |
21. Stock option granted without payment by grantee. |
Remarks: |
Aneezal H. Mohamed, Attorney-in-fact | 08/17/2007 | |
** 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). | ||
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 Number. |