0001209191-22-035495.txt : 20220609 0001209191-22-035495.hdr.sgml : 20220609 20220609172422 ACCESSION NUMBER: 0001209191-22-035495 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: Feinberg David T CENTRAL INDEX KEY: 0001486426 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15386 FILM NUMBER: 221006959 MAIL ADDRESS: STREET 1: 12525 CHADRON AVENUE CITY: HAWTHORNE STATE: CA ZIP: 90250 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 0001486426 Feinberg David T 2800 ROCK CREEK PARKWAY NORTH KANSAS CITY MO 64117 1 1 0 0 President and CEO Common Stock 2022-06-07 4 U 0 31319 95.00 D 0 D Restricted Stock Units 2022-06-08 4 D 0 14749 D 2022-10-01 2024-10-01 Common Stock 14749 0 D Restricted Stock Units 2022-06-08 4 D 0 49160 D 2022-10-01 2024-10-01 Common Stock 49160 0 D Restricted Stock Units 2022-06-08 4 D 0 72216 D 2023-03-04 2025-03-04 Common Stock 71126 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") was assumed by Oracle and converted into a number of Oracle RSUs based on the Award Exchange Ratio (as defined in the Merger Agreement), on the same vesting terms, all in accordance with the Merger Agreement. Each RSU 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