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) 05/11/2006 | ||||||||||||||||||||||||||
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 | 05/11/2006 | M | 5,223(1) | A | $19.147 | 9,083 | D | |||
Common Shares | 05/11/2006 | F | 1,479 | D | $67.6 | 7,604 | D | |||
Common Shares | 1,500 | I | In Trust FBO Daughters(2) |
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)(3) | $19.147 | 05/11/2006 | M | 1 | 05/15/1996 | 05/15/2006 | Common Shares | 5,223 | (4) | 0 | D | ||||
Option (right to buy)(3) | $46.293 | 11/23/1998 | 11/23/2008 | Common Shares | 2,160 | 1 | D | ||||||||
Option (right to buy)(3) | $29.958 | 11/03/1999 | 11/03/2009 | Common Shares | 3,338 | 1 | D | ||||||||
Option (right ty buy)(3) | $62.5 | 11/01/2000 | 11/01/2010 | Common Shares | 2,064 | 1 | D | ||||||||
Option (right to buy)(5) | $62.5 | 11/01/2000 | 11/01/2010 | Common Shares | 1,136 | 1 | D | ||||||||
Option (right to buy)(3) | $63.9 | 11/07/2001 | 11/07/2011 | Common Shares | 2,019 | 1 | D | ||||||||
Option (right to buy)(5) | $63.9 | 11/07/2001 | 11/07/2011 | Common Shares | 1,893 | 1 | D | ||||||||
Option (right to buy)(3) | $70.01 | 11/06/2002 | 11/06/2012 | Common Shares | 1,843 | 1 | D | ||||||||
Option (right to buy)(5) | $70.01 | 11/06/2002 | 11/06/2012 | Common Shares | 1,728 | 1 | D | ||||||||
Option (right to buy)(3) | $59 | 11/05/2003 | 11/05/2013 | Common Shares | 2,842 | 1 | D | ||||||||
Option (right to buy)(5) | $59 | 11/05/2003 | 11/05/2013 | Common Shares | 2,242 | 1 | D | ||||||||
Option (right to buy)(3) | $44 | 07/27/2007 | 07/27/2014 | Common Shares | 210,000(6) | 1 | D | ||||||||
Option (right to buy)(3) | $61.79 | 11/02/2006 | 11/02/2012 | Common Shares | 2,714 | 1 | D | ||||||||
Option (right to buy)(5) | $61.79 | 11/02/2006 | 11/02/2012 | Common Shares | 684 | 1 | D | ||||||||
Phantom Stock(7) | (8) | (8) | (8) | Common Shares | 3,575 | 3,575 | D |
Explanation of Responses: |
1. The reporting person exercised 5,223 stock options granted on May 15, 1996. Such options would have expired on May 15, 2006 if not exercised. In light of the expiration date, the reporting person exercised all such options and delivered to the Company a total of 1,479 previously-owned shares as payment of the exercise price. |
2. The filing of this statement shall not be construed as an admission that the reportin person is, for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of these shares. |
3. Stock option granted pursuant to the Cardinal Health, Inc. Equity Incentive Plan. |
4. Stock option was disposed of in connection with its exercise for no additional consideration beyond the option shares. |
5. Stock option granted pursuant to the Cardinal Health, Inc. Outside Directors Equity Incentive Plan. |
6. Stock option granted for compensation as Chief Financial Officer on an interim basis in lieu of cash, salary, bonus or other incentive compensation. |
7. Phantom stock held under the Company's Deferred Compensation Plan (the "Plan") was previously reported as common shares on Table 1 to Form 4 because, among other things, the Plan only permitted payment of amounts credited to a participant's Company stock account under the Plan in common shares. The Plan was amended in December 2005 to permit payment of amounts credited to a participant's account either in cash or in common shares at the election of the participant. Accordingly, shares of phantom stock held under the Plan are now reported on Table II. |
8. Each share of phantom stock is the economic equivalent of one common share. The shares of phantom stock become payable, in cash or common shares, at the election of the reporting person, at least six months after termination from board service. |
Remarks: |
J.Michael Losh | 05/11/2006 | |
** 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. |