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 or Section 30(h) of the Investment Company Act of 1940 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
CARDINAL HEALTH INC [ CAH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/09/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/09/2004 | G | V | 59,945 | D | (1) | 1,767,570 | D | ||
Common Shares | 02/14/2005 | G | V | 5,005 | D | (1) | 2,461,976(2) | D | ||
Common Shares | 2,389 | I | By ESPP | |||||||
Common Shares | 192,350 | I | By GRAT VIII | |||||||
Common Shares | 419,110 | I | By GRAT IX | |||||||
Common Shares | 500,000 | I | By LLC(3) | |||||||
Common Shares | 591,803 | I | By GRAT X | |||||||
Common Shares | 300,000(4) | I | By LLC II(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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)(5) | $17.74 | 03/04/1999 | 03/04/2006 | Common Shares | 89,207 | 1 | D | ||||||||
Option (right to buy)(5) | $27.053 | 03/03/2000 | 03/03/2007 | Common Shares | 100,409 | 1 | D | ||||||||
Option (right to buy)(5) | $27.14 | 07/21/2000 | 07/21/2007 | Common Shares | 45,000 | 1 | D | ||||||||
Option (right to buy)(5) | $36.307 | 03/02/2001 | 03/02/2008 | Common Shares | 96,402 | 1 | D | ||||||||
Option (right to buy)(5) | $43.14 | 08/11/2001 | 08/11/2008 | Common Shares | 135,000 | 1 | D | ||||||||
Option (right to buy)(5) | $47.333 | 03/01/2002 | 03/01/2009 | Common Shares | 187,500 | 1 | D | ||||||||
Option (right to buy)(5) | $31.167 | (6) | 11/15/2009 | Common Shares | 1,425,000 | 1 | D | ||||||||
Option (right to buy)(5) | $66.083 | 11/20/2003 | 11/20/2010 | Common Shares | 272,384 | 1 | D | ||||||||
Option (right to buy)(5) | $68.1 | 01/15/2006 | 11/19/2011 | Common Shares | 440,529 | 1 | D | ||||||||
Option (right to buy)(5)(7) | $67.9 | 11/18/2005 | 11/18/2012 | Common Shares | 486,009 | 1 | D | ||||||||
Option (right to buy)(5)(7) | $61.38 | 11/17/2006 | 11/17/2013 | Common Shares | 507,086 | 1 | D | ||||||||
Option (right to buy)(5)(7) | $44.15 | 08/23/2007 | 08/23/2014 | Common Shares | 562,500 | 1 | D | ||||||||
Stock Appreciation Right(8) | $44.15 | 03/03/2005 | A | 1 | 08/23/2007 | 08/23/2014 | Common Shares | 142,483 | (9) | 1 | D |
Explanation of Responses: |
1. Bona fide gifts. |
2. 404,494 of these shares were previously reported as indirectly beneficially owned through GRAT VII, and upon the expiration of GRAT VII, were transferred to direct beneficial ownership on 1/27/05; 486,720 and 108,197 of these shares were previously reported as indirectly beneficially owned through GRAT VIII and GRAT X, respectively, and were subsequently transferred to direct beneficial ownership on 2/15/05. |
3. The reporting person holds the controlling interest in, and is the sole manager of, the LLC. |
4. These 300,000 shares were transferred from direct beneficial ownership and contributed to Coventry Associates Limited II, LLC, a new limited liability company, on 2/22/05. The reporting person holds the controlling interest in, and is the sole manager of, this LLC. |
5. Stock option granted pursuant to the Cardinal Health, Inc. Equity Incentive Plan. |
6. Stock option vested in three equal annual installments beginning on 11/15/00. The Company has previously identified an issue with respect to this award granted in November 1999, and stated in its Form 10-K for the fiscal year ended June 30, 2004 that the option award was in excess of that permitted to be granted to a single individual during any fiscal year under the Company's Equity Incentive Plan, and that the Compensation Committee is currently exploring alternatives to substitute the remaining portion of the stock option granted to the reporting person in excess of the 562,500 shares with equivalent value. |
7. Stock option granted pursuant to the reporting person's Employment Agreement with Cardinal Health dated November 20, 2001, as amended and restated as of February 1, 2004 (the "Employment Agreement"). |
8. Deferred Payment Stock Appreciation Right granted in partial fulfillment of the Company's obligations to the reporting person pursuant to the Employment Agreement. |
9. Deferred Payment Stock Appreciation Right granted without payment by grantee. |
Remarks: |
Robert D. Walter | 03/04/2005 | |
** 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. |