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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Variable Prepaid Forward Contract | (6) (7) (8) | 11/06/2009 | J(6)(7)(8) | 500,000 | (6)(7)(8) | (6)(7)(8) | Common Stock | 500,000 | (6) (7) (8) | 500,000 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 40.22 | 03/14/2013 | 03/14/2018 | Common Stock | 72,000 | 72,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 36.72 | 03/06/2011 | 03/06/2019 | Common Stock | 70,000 | 70,000 | D | ||||||||
| Non-Quallified Stock Option (right to buy) | $ 14.8125 | 06/28/2005 | 06/28/2020 | Common Stock | 590,000 | 590,000 | D | ||||||||
| Non-Quallified Stock Option (right to buy) | $ 21.645 | 06/14/2006 | 06/14/2011 | Common Stock | 75,000 | 75,000 | D | ||||||||
| Non-Quallified Stock Option (right to buy) | $ 23.115 | 04/05/2007 | 04/05/2012 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Non-Quallified Stock Option (right to buy) | $ 11.295 | 06/12/2008 | 06/12/2013 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Non-Quallified Stock Option (right to buy) | $ 20.99 | 06/03/2009 | 06/03/2014 | Common Stock | 60,000 | 60,000 | D | ||||||||
| Non-Quallified Stock Option (right to buy) | $ 31.405 | 06/03/2010 | 06/03/2015 | Common Stock | 80,000 | 80,000 | D | ||||||||
| Non-Quallified Stock Option (right to buy) | $ 41.125 | 09/16/2010 | 09/16/2015 | Common Stock | 84,000 | 84,000 | D | ||||||||
| Non-Quallified Stock Option (right to buy) | $ 43.51 | 03/09/2011 | 03/09/2016 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Non-Quallified Stock Option (right to buy) | $ 53.81 | 03/09/2012 | 03/09/2017 | Common Stock | 80,000 | 80,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PATTERSON NEAL L 2800 ROCKCREEK PARKWAY NORTH KANSAS CITY, MO 64117 |
X | Chairman and CEO | ||
| /s/Crystal Spoor, by Power of Attorney | 11/09/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents transactions that are exempt under Section 16(b) and are not reportable until a Form 5 is filed at the end of the year, however the reporting person has elected to report them on this Form 4. |
| (2) | By Spouse as sole Trustee of Irrevocable Trust for minor child. |
| (3) | Price reflects a weighted-average price for the transaction. Sale of shares took place at actual prices ranging from $77.42 to $77.50. |
| (4) | Full information regarding the number of shares purchased or sold at each separate price shall be provided upon request by the Commission staff, Cerner Corporation, or a Cerner shareholder. |
| (5) | Price reflects a weighted-average price for the transaction. Sale of shares took place at actual prices ranging from $76.42 to $76.44. |
| (6) | On November 6, 2009, a revocable trust in which the reporting person is the trustee (the "Trust") entered into a variable prepaid forward contract ("VPFC") with an unaffiliated third party. Under the terms of the VPFC, at maturity three years after the date thereof the Trust will deliver to the third party up to 500,000 shares of Cerner Corporation common stock, the precise amount being dependent on the market price at maturity. In exchange, the third party makes an upfront cash payment of $31,920,966.53 to the Trust within three business days after the date of the VPFC. At maturity, if the market price per share is equal to or less than the forward floor price, the Trust will deliver all of the covered shares to the third party. If the market price per share at maturity is greater than the floor price, the Trust will deliver fewer shares. |
| (7) | The Trust has pledged 500,000 shares of Cerner Corporation common stock to secure its obligations under the VPFC and will retain voting rights, and subject to the terms of the agreement, dividends in the shares during the term of the pledge. At the election of the reporting person, the Trust may substitute other collateral for the pledged shares of Cerner Corporation common stock, and may settle the VPFC in cash, or with the pledged shares of Cerner Corporation common stock, or with other shares of Cerner Corporation common stock. The third party may not sell, lend, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any of the pledged Cerner Corporation common stock. |
| (8) | The purpose of the VPFC is primarily to provide funding for other business investments of the Trust. The VPFC provides the Trust with current liquidity while it retains its interest in the shares, as well as the ability to participate (up to a cap) in future stock price appreciation. |