SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Shafer David Brent

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
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)
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)
Code V Amount (A) or (D) Price
Common Stock 04/29/2020 M 25,849 A $0.00 37,756 D
Common Stock 04/29/2020 F 11,567(1) D $71.01 26,189 D
Common Stock 04/30/2020 S 11,907 D $69.73(2)(3) 14,282 D
Common Stock 207 I by 401(k) Plan
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0.00 04/29/2020 M 25,849 04/29/2020 04/29/2022 Common Stock 25,849 $0.00 51,698 D
Restricted Stock Units $0.00 04/30/2020 A 55,484(4) 04/30/2021 04/28/2023 Common Stock 55,484 $0.00(5) 55,484 D
Non-Qualified Stock Option (right to buy) $61.22 02/08/2020 02/08/2028 Common Stock 182,006 182,006 D
Restricted Stock Units $0.00 04/29/2022 04/29/2022 Common Stock 25,849 25,849 D
Restricted Stock Units $0.00 03/01/2018 03/01/2021 Common Stock 20,146 20,146 D
Explanation of Responses:
1. Shares withheld to satisfy the tax withholdings for the vesting of restricted stock units.
2. Price reflects a weighted-average price for the transaction. Sale of shares took place at actual prices ranging from $69.50 to $70.23.
3. Full information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, Cerner Corporation, or a Cerner shareholder.
4. Each restricted stock unit represents a contingent right to receive one share of Cerner Corporation common stock. The restricted stock units are eligible for vesting, per the following schedule: 18,494 on 4/30/2021, 18,495 on 4/29/2022 and 18,495 on 4/28/2023, subject to continued employment through the respective vesting dates.
5. This transaction represents a grant of restricted stock units to the reporting person by the issuer. Therefore, no consideration other than the value of services rendered was paid for the security.
/s/ Shane M. Dawson, by Power of Attorney 05/01/2020
** 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.