Sec Form 4 Filing - Devers Daniel @ CERNER Corp - 2022-06-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person Devers Daniel 2. Issuer Name and Ticker or Trading Symbol CERNER Corp [ CERN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Legal Officer (Last) (First) (Middle) 2800 ROCK CREEK PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 06/07/2022 (Street) NORTH KANSAS CITY, MO64117 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/07/2022 U( 1 ) 295 D $ 95( 1 ) 0 I by 401(k) Plan Common Stock 06/07/2022 U( 1 ) 926 D $ 95( 1 ) 0 I by ASPP account Common Stock 06/07/2022 U( 1 ) 8,910 D $ 95( 1 ) 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) $ 65.27( 2 ) 06/08/2022 D( 2 ) 5,000 05/01/2019 05/01/2027 Common Stock 5,000 ( 2 ) 0 D Non-Qualified Stock Option (right to buy) $ 57.24( 2 ) 06/08/2022 D( 2 ) 7,465 05/04/2020 05/04/2028 Common Stock 7,465 ( 2 ) 0 D Non-Qualified Stock Option (right to buy) $ 65.88( 2 ) 06/08/2022 D( 2 ) 6,441 04/29/2020 04/29/2029 Common Stock 6,441 ( 2 ) 0 D Restricted Stock Units ( 2 ) 06/08/2022 D( 2 ) 2,883 04/30/2021 04/28/2023 Common Stock 2,883 ( 2 ) 0 D Restricted Stock Units ( 2 ) 06/08/2022 D( 2 ) 8,243 04/28/2023 04/28/2023 Common Stock 8,243 ( 2 ) 0 D Restricted Stock Units ( 2 ) 06/08/2022 D( 2 ) 7,608 05/07/2022 05/07/2024 Common Stock 7,608 ( 2 ) 0 D Restricted Stock Units ( 2 ) 06/08/2022 D( 2 ) 10,164 03/04/2023 03/04/2025 Common Stock 10,164 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Devers Daniel 2800 ROCK CREEK PARKWAY NORTH KANSAS CITY, MO64117 EVP & Chief Legal Officer Signatures /s/ Shane M. Dawson, by Power of Attorney 06/09/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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.

Remarks: By virtue of the Merger Agreement, the reporting person has ceased being a Section 16 officer of Cerner Corporation.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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