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^*

PATTERSON NEAL L

(Last)

(First)

(Middle)

2800 ROCKCREEK PARKWAY

(Street)

NORTH KANSAS CITY

64117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CERNER CORP /MO/ [ CERN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2009

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 Stock	11/02/2009		G⁽¹⁾	V	180	D	$0.00	5,558,669	D
Common Stock	11/05/2009		S⁽²⁾		2,000	D	$77.46⁽³⁾⁽⁴⁾	882,163.403	I	by Trust
Common Stock	11/06/2009		S⁽²⁾		500	D	$76.43⁽⁴⁾⁽⁵⁾	881,663.403	I	by Trust
Common Stock								6,800	I	by Spouse

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)
Variable Prepaid Forward Contract	⁽⁶⁾⁽⁷⁾⁽⁸⁾	11/06/2009		J⁽⁶⁾⁽⁷⁾⁽⁸⁾		500,000		⁽⁶⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾	Common Stock	500,000	⁽⁶⁾⁽⁷⁾⁽⁸⁾	500,000	D
Non-Qualified Stock Option (right to buy)	$40.22							03/14/2013	03/14/2018	Common Stock	72,000		72,000	D
Non-Qualified Stock Option (right to buy)	$36.72							03/06/2011	03/06/2019	Common Stock	70,000		70,000	D
Non-Quallified Stock Option (right to buy)	$14.8125							06/28/2005	06/28/2020	Common Stock	590,000		590,000	D
Non-Quallified Stock Option (right to buy)	$21.645							06/14/2006	06/14/2011	Common Stock	75,000		75,000	D
Non-Quallified Stock Option (right to buy)	$23.115							04/05/2007	04/05/2012	Common Stock	50,000		50,000	D
Non-Quallified Stock Option (right to buy)	$11.295							06/12/2008	06/12/2013	Common Stock	50,000		50,000	D
Non-Quallified Stock Option (right to buy)	$20.99							06/03/2009	06/03/2014	Common Stock	60,000		60,000	D
Non-Quallified Stock Option (right to buy)	$31.405							06/03/2010	06/03/2015	Common Stock	80,000		80,000	D
Non-Quallified Stock Option (right to buy)	$41.125							09/16/2010	09/16/2015	Common Stock	84,000		84,000	D
Non-Quallified Stock Option (right to buy)	$43.51							03/09/2011	03/09/2016	Common Stock	100,000		100,000	D
Non-Quallified Stock Option (right to buy)	$53.81							03/09/2012	03/09/2017	Common Stock	80,000		80,000	D

Explanation of Responses:

1. Represents transactions that are exempt under Section 16(b) and are not reportable until a Form 5 is filed at the end of the year, however the reporting person has elected to report them on this Form 4.

2. By Spouse as sole Trustee of Irrevocable Trust for minor child.

3. Price reflects a weighted-average price for the transaction. Sale of shares took place at actual prices ranging from $77.42 to $77.50.

4. Full information regarding the number of shares purchased or sold at each separate price shall be provided upon request by the Commission staff, Cerner Corporation, or a Cerner shareholder.

5. Price reflects a weighted-average price for the transaction. Sale of shares took place at actual prices ranging from $76.42 to $76.44.

6. On November 6, 2009, a revocable trust in which the reporting person is the trustee (the "Trust") entered into a variable prepaid forward contract ("VPFC") with an unaffiliated third party. Under the terms of the VPFC, at maturity three years after the date thereof the Trust will deliver to the third party up to 500,000 shares of Cerner Corporation common stock, the precise amount being dependent on the market price at maturity. In exchange, the third party makes an upfront cash payment of $31,920,966.53 to the Trust within three business days after the date of the VPFC. At maturity, if the market price per share is equal to or less than the forward floor price, the Trust will deliver all of the covered shares to the third party. If the market price per share at maturity is greater than the floor price, the Trust will deliver fewer shares.

7. The Trust has pledged 500,000 shares of Cerner Corporation common stock to secure its obligations under the VPFC and will retain voting rights, and subject to the terms of the agreement, dividends in the shares during the term of the pledge. At the election of the reporting person, the Trust may substitute other collateral for the pledged shares of Cerner Corporation common stock, and may settle the VPFC in cash, or with the pledged shares of Cerner Corporation common stock, or with other shares of Cerner Corporation common stock. The third party may not sell, lend, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any of the pledged Cerner Corporation common stock.

8. The purpose of the VPFC is primarily to provide funding for other business investments of the Trust. The VPFC provides the Trust with current liquidity while it retains its interest in the shares, as well as the ability to participate (up to a cap) in future stock price appreciation.

Remarks:

	/s/Crystal Spoor, by Power of Attorney	11/09/2009
	** 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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