0001209191-22-035484.txt : 20220609
0001209191-22-035484.hdr.sgml : 20220609
20220609172146
ACCESSION NUMBER: 0001209191-22-035484
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220607
FILED AS OF DATE: 20220609
DATE AS OF CHANGE: 20220609
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battaglioli Michael R.
CENTRAL INDEX KEY: 0001465282
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-15386
FILM NUMBER: 221006934
MAIL ADDRESS:
STREET 1: 2800 ROCKCREEK PARKWAY
CITY: NORTH KANSAS CITY
STATE: MO
ZIP: 64117
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CERNER Corp
CENTRAL INDEX KEY: 0000804753
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 431196944
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2800 ROCK CREEK PKWY, W0162
STREET 2: ATTN: CERNER LEGAL
CITY: NORTH KANSAS CITY
STATE: MO
ZIP: 64117
BUSINESS PHONE: 816-221-1024
MAIL ADDRESS:
STREET 1: 2800 ROCK CREEK PKWY, W0162
STREET 2: ATTN: CERNER LEGAL
CITY: NORTH KANSAS CITY
STATE: MO
ZIP: 64117
FORMER COMPANY:
FORMER CONFORMED NAME: CERNER CORP /MO/
DATE OF NAME CHANGE: 19920703
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-06-07
1
0000804753
CERNER Corp
CERN
0001465282
Battaglioli Michael R.
2800 ROCK CREEK PKWY
NORTH KANSAS CITY
MO
64117
0
1
0
0
SVP & Chief Accounting Officer
Common Stock
2022-06-07
4
U
0
371
95.00
D
0
I
by 401(k) Plan
Common Stock
2022-06-08
4
D
0
3412
95.00
D
0
D
Non-Qualified Stock Option (right to buy)
62.94
2022-06-08
4
D
0
1480
D
2020-03-02
2028-03-02
Common Stock
1480
0
D
Restricted Stock Units
2022-06-08
4
D
0
697
D
2021-04-30
2023-04-28
Common Stock
697
0
D
Restricted Stock Units
2022-06-08
4
D
0
1992
D
2023-04-28
2023-04-28
Common Stock
1992
0
D
Restricted Stock Units
2022-06-08
4
D
0
1414
D
2022-05-07
2024-05-07
Common Stock
1414
0
D
Restricted Stock Units
2022-06-08
4
D
0
1846
D
2023-03-04
2025-03-04
Common Stock
1846
0
D
This Form 4 reports securities disposed of pursuant to the terms of the Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto) filed by Cedar Acquisition Corporation ("Merger Subsidiary") in connection with the Agreement and Plan of Merger, dated December 20, 2021 (as it may be amended or supplemented from time to time, the "Merger Agreement"), between Cerner Corporation ("Cerner") and Merger Subsidiary, which is a wholly owned subsidiary of OC Acquisition LLC ("Parent"), Parent, which is a wholly owned subsidiary of Oracle Corporation ("Oracle"), and Oracle. Pursuant to the Merger Agreement, on January 19, 2022, Oracle commenced a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of Cerner common stock for a purchase price of $95.00 per share, net to the holders thereof in cash, without interest and subject to any required tax withholding. On June 7, 2022, Oracle accepted all shares tendered in the Offer.
This Form 4 reports securities disposed of pursuant to the Merger Agreement, pursuant to which Merger Subsidiary merged into Cerner, effective on June 8, 2022 (the "Effective Time"), with Cerner becoming a wholly owned indirect subsidiary of Oracle. At the Effective Time, each issued and outstanding share of Cerner common stock was cancelled and converted into the right to receive $95.00 per share in cash, without interest thereon and subject to any required tax withholding.
This Form 4 reports derivative securities disposed of pursuant to the Merger Agreement, pursuant to which Merger Subsidiary merged into Cerner, effective on June 8, 2022, with Cerner becoming a wholly owned indirect subsidiary of Oracle. At the Effective Time, each unvested restricted stock unit ("RSU") and unvested stock option was assumed by Oracle and converted into a number of Oracle RSUs and stock options, as applicable, based on the Award Exchange Ratio (as defined in the Merger Agreement), with the exercise price of the stock options accordingly adjusted, on the same vesting terms, all in accordance with the Merger Agreement. Each vested stock option and each RSU or stock option that vested on the Effective Time, was cancelled and converted into the right to receive the Compensatory Award Payment (as defined in the Merger Agreement) in accordance with the Merger Agreement. The Merger Agreement was filed by Cerner on December 20, 2021, as Exhibit 2.1 to Form 8-K.
By virtue of the Merger Agreement, the reporting person has ceased being a Section 16 officer of Cerner Corporation.
/s/ Shane M. Dawson, by Power of Attorney
2022-06-09