0001209191-22-035492.txt : 20220609 0001209191-22-035492.hdr.sgml : 20220609 20220609172324 ACCESSION NUMBER: 0001209191-22-035492 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: Devers Daniel CENTRAL INDEX KEY: 0001841391 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15386 FILM NUMBER: 221006951 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 0001841391 Devers Daniel 2800 ROCK CREEK PARKWAY NORTH KANSAS CITY MO 64117 0 1 0 0 EVP & Chief Legal Officer Common Stock 2022-06-07 4 U 0 295 95.00 D 0 I by 401(k) Plan Common Stock 2022-06-07 4 U 0 926 95.00 D 0 I by ASPP account Common Stock 2022-06-07 4 U 0 8910 95.00 D 0 D Non-Qualified Stock Option (right to buy) 65.27 2022-06-08 4 D 0 5000 D 2019-05-01 2027-05-01 Common Stock 5000 0 D Non-Qualified Stock Option (right to buy) 57.24 2022-06-08 4 D 0 7465 D 2020-05-04 2028-05-04 Common Stock 7465 0 D Non-Qualified Stock Option (right to buy) 65.88 2022-06-08 4 D 0 6441 D 2020-04-29 2029-04-29 Common Stock 6441 0 D Restricted Stock Units 2022-06-08 4 D 0 2883 D 2021-04-30 2023-04-28 Common Stock 2883 0 D Restricted Stock Units 2022-06-08 4 D 0 8243 D 2023-04-28 2023-04-28 Common Stock 8243 0 D Restricted Stock Units 2022-06-08 4 D 0 7608 D 2022-05-07 2024-05-07 Common Stock 7608 0 D Restricted Stock Units 2022-06-08 4 D 0 10164 D 2023-03-04 2025-03-04 Common Stock 10164 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 derivative 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 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). 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