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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 | ||||||||
Common Shares | $ 30.94 | 08/08/2016 | M | 20,428 | (4) | 08/16/2017(5) | Common Shares | 20,428 | $ 0 | 665,561 (5) | D | ||||
Common Shares | $ 30.94 | 08/09/2016 | M | 129,818 | (4) | 08/16/2017(5) | Common Shares | 129,818 | $ 0 | 535,743 (5) | D | ||||
Common Shares | $ 30.94 | 08/10/2016 | M | 99,754 | (4) | 08/16/2017(5) | Common Shares | 99,754 | $ 0 | 435,989 (5) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Barrett George S 7000 CARDINAL PLACE DUBLIN, OH 43017 |
X | Chairman and CEO |
/s/ Elaine S. Natsis, Attorney-in-fact | 08/10/2016 | |
**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) | The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.72 to $83.80, inclusive. The reporting person undertakes to provide to Cardinal Health, Inc., any security holder of Cardinal Health, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 1, 2 and 3 to this Form 4. |
(2) | The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.59 to $84.00, inclusive. |
(3) | The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.24 to $83.80, inclusive. |
(4) | The option, representing a right to purchase a total of 685,989 shares, vested and became exercisable in three equal annual installments beginning on August 16, 2011. |
(5) | This stock option expires on August 16, 2017. On August 8, 2016, the reporting person adopted a Rule 10b5-1 trading plan to sell the remaining 435,989 shares subject to this option in the open market at prevailing market prices between November 2016 and February 2017, subject to minimum price thresholds specified in the plan. These transactions will be disclosed publicly in Form 144 and Form 4 Filings with the SEC. The goal of the transactions reported in this Form 4 and the subsequent transactions under the Rule 10b5-1 plan is to fully exercise the stock option in several transactions over a period of approximately six months. |