| FORM 4 | 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 |
|
|||||||||||||||
|
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
CARDINAL HEALTH INC [ CAH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year)
12/11/2006 |
||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 Shares | 08/30/2006 | G | V | 2,130 | D | ( 2 ) | 937,754 ( 5 ) | D | ||
| Common Shares | 12/11/2006 | M | 10,000 | A | $27.053 | 947,754 | D | |||
| Common Shares | 12/11/2006 | S ( 1 ) | 10,000 | D | $65.8989 ( 3 ) ( 4 ) | 937,754 | D | |||
| Common Shares | 3,183 | I | By ESPP | |||||||
| Common Shares | 282,252 | I | By GRAT IX | |||||||
| Common Shares | 445,000 | I | By LLC ( 7 ) | |||||||
| Common Shares | 514,579 | I | By GRAT X | |||||||
| Common Shares | 282,000 | I | By LLC II ( 7 ) | |||||||
| Common Shares | 630,354 | I | By GRAT XI | |||||||
| Common Shares | 300,000 | I | By LLC III ( 7 ) | |||||||
| Common Shares | 700,000 ( 6 ) | I | By GRAT XII | |||||||
|
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 (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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Option (right to buy) ( 8 ) | $27.053 | 12/11/2006 | M | 0.1 | 03/03/2000 | 03/03/2007 | Common Shares | 100,409 | ( 17 ) | 0.9 | D | ||||
| Option (right to buy) ( 8 ) | $27.14 | 07/21/2000 | 07/21/2007 | Common Shares | 45,000 | 1 | D | ||||||||
| Option (right to buy) ( 8 ) | $36.307 | 03/02/2001 | 03/02/2008 | Common Shares | 96,402 | 1 | D | ||||||||
| Option (right to buy) ( 8 ) | $43.14 | 08/11/2001 | 08/11/2008 | Common Shares | 135,000 | 1 | D | ||||||||
| Option (right to buy) ( 8 ) | $47.333 | 03/01/2002 | 03/01/2009 | Common Shares | 187,500 | 1 | D | ||||||||
| Option (right to buy) ( 8 ) | $31.167 | ( 13 ) | 11/15/2009 | Common Shares | 562,500 | 1 | D | ||||||||
| Option (right to buy) ( 8 ) | $66.083 | 11/20/2003 | 11/20/2010 | Common Shares | 272,384 | 1 | D | ||||||||
| Option (right to buy) ( 8 ) | $68.1 | 01/15/2006 | 11/19/2011 | Common Shares | 440,529 | 1 | D | ||||||||
| Option (right to buy) ( 8 ) ( 9 ) | $67.9 | 11/18/2005 | 11/18/2012 | Common Shares | 486,009 | 1 | D | ||||||||
| Option (right to buy) ( 8 ) ( 9 ) | $61.38 | 11/17/2006 | 11/17/2013 | Common Shares | 507,086 | 1 | D | ||||||||
| Option (right to buy) ( 8 ) ( 9 ) | $44.15 | 08/23/2007 | 08/23/2014 | Common Shares | 562,500 | 1 | D | ||||||||
| Stock Appreciation Right ( 10 ) | $44.15 | 08/23/2007 | 08/23/2014 | Common Shares | 142,483 | 1 | D | ||||||||
| Stock Appreciation Right ( 11 ) | $31.167 | 08/03/2005 | ( 16 ) | Common Shares | 862,500 | 1 | D | ||||||||
| Option (right to buy) ( 8 ) ( 9 ) | $58.88 | ( 14 ) | 09/02/2012 | Common Shares | 379,759 | 1 | D | ||||||||
| Option (right to buy) ( 9 ) ( 12 ) | $66.34 | ( 15 ) | 08/15/2013 | Common Shares | 198,762 | 1 | D | ||||||||
| Explanation of Responses: |
| 1. The stock option exercise and sale reported on this Form 4 was effected pursuant to a 10b5-1 plan established by the reporting person on 12/1/2006, when the reporting person was not aware of material non-public information about the Company. Such stock options would expire on March 3, 2007, if not exercised. |
| 2. Bona fide gift. |
| 3. Weighted average sale price from 57 transactions with the price ranging from $65.55 to $66.38. The details of these transactions are as follows: 200 shares at $65.55; 200 shares at $65.56; 200 shares at $65.57; 100 shares at $65.58; 300 shares at $65.60; 200 shares at $65.62; 600 shares at $65.64; 100 shares at $65.65; 100 shares at $65.66; 200 shares at $65.67; 200 shares at $65.68; 100 shares at $65.69; 500 shares at $65.70; 200 shares at $65.71; 300 shares at $65.72; 400 shares at $65.73; 200 shares at $65.74; 100 shares at $65.75; 100 shares at $65.76; 100 shares at $65.77; 200 shares at $65.78; 200 shares at $65.82; 200 shares at $65.83; 200 shares at 65.84; 300 shares at $65.86; 200 shares at $65.87; 100 shares at $65.89; 100 shares at $65.90; 100 shares at $65.91; 100 shares at $65.92; 100 shares at $65.94; 100 shares at $65.95; 100 shares at $65.96; 200 shares at $65.97; 100 shares at $65.99; [continued in footnote 4]; |
| 4. [continued from footnote 3]: 100 shares at $66.00; 100 shares at $66.01; 200 shares at $66.02; 100 shares at $66.07; 100 shares at $66.12; 200 shares at $66.13; 100 shares at $66.17; 300 shares at $66.19; 100 shares at $66.20; 200 shares at $66.22; 100 shares at $66.23; 200 shares at $66.25; 100 shares at $66.26; 200 shares at $66.27; 100 shares at $66.29; 300 shares at $66.30; 200 shares at $66.32; 200 shares at $66.33; 100 shares at $66.34; 100 shares at $66.36; 100 shares at $66.37; and 100 shares at $66.38. |
| 5. 85,715 of these shares were previously reported as indirectly beneficially owned through GRAT IX and were subsequently tranferred to direct beneficial ownership on 10/25/2006. |
| 6. These 700,000 shares were transferred from direct beneficial ownership and contributed to a new grantor retained annuity trust (GRAT XII), of which the reporting person is the grantor and trustee, on 8/28/2006. |
| 7. The reporting person holds the controlling interest in, and is the sole manager of, the LLC. |
| 8. Stock option granted pursuant to the Cardinal Health, Inc. Equity Incentive Plan. |
| 9. Stock option granted pursuant to the reporting person's then-applicable Employment Agreement with Cardinal Health. The Company and the reporting person are parties to an Employment Agreement originally dated November 20, 2001, and amended and restated on February 1, 2004 and April 17, 2006, and further amended on August 2, 2006 (the "Employment Agreement"). |
| 10. Deferred Payment Stock Appreciation Right granted in partial fulfillment of the Company's obligations to the reporting person pursuant to the Employment Agreement. |
| 11. Deferred Payment Stock Appreciation Right granted to compensate the reporting person for the portion of the option to purchase 1,425,000 common shares originally granted to the reporting person on November 15, 1999 (the "November 1999 Option"), which portion has subsequently been determined to be null and void. |
| 12. Stock option granted pursuant to the Cardinal Health, Inc. 2005 Long-Term Incentive Plan, as amended. |
| 13. Stock option vested in three equal annual installments beginning on 11/15/00. |
| 14. Stock option vests in four equal annual installments beginning on 9/2/2006. |
| 15. Stock option vests in four equal annual installments beginning on 8/15/2007. |
| 16. Expires on the earlier of (x) November 15, 2009 (the expiration date of the November 1999 Option) or (y) six months after the reporting person's termination of employment. |
| 17. A portion of this stock option was disposed of in connection with its exercise for no additional consideration beyond the option shares. |
| Remarks: |
| Robert D. Walter | 12/11/2006 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||