-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O3Hj2LnmXiCBoQMdccK5PQ9B6+eCeCdTDWFT3tpqSu3P7QMSzDfby0MNuxXnU7HF u+2wquQDvW0KwtCSK+yUZQ== 0000721371-06-000166.txt : 20061213 0000721371-06-000166.hdr.sgml : 20061213 20061213165427 ACCESSION NUMBER: 0000721371-06-000166 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061212 FILED AS OF DATE: 20061213 DATE AS OF CHANGE: 20061213 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL HEALTH INC CENTRAL INDEX KEY: 0000721371 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 310958666 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 7000 CARDINAL PLACE CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147573033 MAIL ADDRESS: STREET 1: 7000 CARDINAL PLACE CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: CARDINAL DISTRIBUTION INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WALTER ROBERT D CENTRAL INDEX KEY: 0001209442 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11373 FILM NUMBER: 061274683 BUSINESS ADDRESS: STREET 1: C/O AMERICAN EXPRESS CO STREET 2: 200 VESEY STREET MAIL STOP 01-50-01 CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 MAIL ADDRESS: STREET 1: 200 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10285 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-12-12 0000721371 CARDINAL HEALTH INC CAH 0001209442 WALTER ROBERT D 7000 CARDINAL PLACE DUBLIN OH 43017 1 1 0 0 Exec. Chairman of the Board Common Shares 2006-12-12 4 M 0 10000 27.053 A 947754 D Common Shares 2006-12-12 4 S 0 10000 65.9149 D 937754 D Common Shares 2006-12-13 4 M 0 10000 27.053 A 947754 D Common Shares 2006-12-13 4 S 0 10000 65.6492 D 937754 D Common Shares 3183 I By ESPP Common Shares 282252 I By GRAT IX Common Shares 445000 I By LLC Common Shares 514579 I By GRAT X Common Shares 282000 I By LLC II Common Shares 630354 I By GRAT XI Common Shares 300000 I By LLC III Common Shares 700000 I By GRAT XII Option (right to buy) 27.053 2006-12-12 4 M 0 .1 D 2000-03-03 2007-03-03 Common Shares 100409 .8 D Option (right to buy) 27.053 2006-12-13 4 M 0 .1 D 2000-03-03 2007-03-03 Common Shares 100409 .7 D Option (right to buy) 27.14 2000-07-21 2007-07-21 Common Shares 45000 1 D Option (right to buy) 36.307 2001-03-02 2008-03-02 Common Shares 96402 1 D Option (right to buy) 43.14 2001-08-11 2008-08-11 Common Shares 135000 1 D Option (right to buy) 47.333 2002-03-01 2009-03-01 Common Shares 187500 1 D Option (right to buy) 31.167 2009-11-15 Common Shares 562500 1 D Option (right to buy) 66.083 2003-11-20 2010-11-20 Common Shares 272384 1 D Option (right to buy) 68.10 2006-01-15 2011-11-19 Common Shares 440529 1 D Option (right to buy) 67.90 2005-11-18 2012-11-18 Common Shares 486009 1 D Option (right to buy) 61.38 2006-11-17 2013-11-17 Common Shares 507086 1 D Option (right to buy) 44.15 2007-08-23 2014-08-23 Common Shares 562500 1 D Stock Appreciation Right 44.15 2007-08-23 2014-08-23 Common Shares 142483 1 D Stock Appreciation Right 31.167 2005-08-03 Common Shares 862500 1 D Option (right to buy) 58.88 2012-09-02 Common Shares 379759 1 D Option (right to buy) 66.34 2013-08-15 Common Shares 198762 1 D Each 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. Weighted average sale price from 29 different transactions with the price ranging from $65.65 to $66.20. The details of these transactions are as follows: 200 shares at $65.65; 300 shares at $65.73; 200 shares at $65.77; 100 shares at $65.78; 200 shares at $65.81; 300 shares at $65.83; 100 shares at $65.84; 1,100 shares at $65.85; 300 shares at $65.86; 100 shares at $65.87; 100 shares at $65.88; 500 shares at $65.89; 1,000 shares at $65.90; 900 shares at $65.91; 100 shares at $65.92; 600 shares at $65.93; 300 shares at $65.94; 300 shares at $65.95; 300 shares at $65.96; 300 shares at $65.97; 100 shares at $65.98; 400 shares at $65.99; 1,500 shares at $66.00; 200 shares at $66.01; 100 shares at $66.03; 100 shares at $66.07; 100 shares at $66.09; 100 shares at $66.10; and 100 shares at $66.20. Weighted average sale price from 25 different transactions with the price ranging from $65.49 to $65.95. The details of these transactions are as follows: 100 shares at $65.49; 700 shares at $65.52; 200 shares at $65.53; 1,000 shares at $65.54; 300 shares at $65.55; 100 shares at $65.56; 200 shares at $65.57; 500 shares at $65.59; 200 shares at $65.60; 700 shares at $65.61; 300 shares at $65.62; 600 shares at $65.63; 100 shares at $65.64; 100 shares at $65.65; 500 shares at $65.66; 200 shares at $65.67; 300 shares at $65.68; 200 shares at $65.69; 900 shares at $65.70; 1,000 shares at $65.71; 500 shares at $65.72; 400 shares at $65.73; 200 shares at $65.74; 400 shares at $65.83; and 300 shares at $65.95. The reporting person holds the controlling interest in, and is the sole manager of, the LLC. Stock option granted pursuant to the Cardinal Health, Inc. Equity Incentive Plan. 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"). Deferred Payment Stock Appreciation Right granted in partial fulfillment of the Company's obligations to the reporting person pursuant to the Employment Agreement. 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. Stock option granted pursuant to the Cardinal Health, Inc. 2005 Long-Term Incentive Plan, as amended. Stock option vested in three equal annual installments beginning on 11/15/00. Stock option vests in four equal annual installments beginning on 9/2/2006. Stock option vests in four equal annual installments beginning on 8/15/2007. 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. A portion of this stock option was disposed of in connection with its exercise for no additional consideration beyond the option shares. Robert D. Walter 2006-12-13 -----END PRIVACY-ENHANCED MESSAGE-----