-----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, MROTpCzrhr6+cU0RQGq40u8MdCG8KOdGz9RV/QkIX3FXL1igNpieDbxPCj1o0fs7 enECotFpkVDuP5OxBgJcvw== 0000950145-07-000063.txt : 20071127 0000950145-07-000063.hdr.sgml : 20071127 20071127165727 ACCESSION NUMBER: 0000950145-07-000063 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071126 FILED AS OF DATE: 20071127 DATE AS OF CHANGE: 20071127 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: 071269376 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 2007-11-26 0000721371 CARDINAL HEALTH INC CAH 0001209442 WALTER ROBERT D 7000 CARDINAL PLACE DUBLIN OH 43017 1 1 0 0 Executive Director Common Shares 2007-11-26 4 M 0 96402 36.307 A 919609 D Common Shares 2007-11-26 4 F 0 32215 56.92 D 887394 D Common Shares 3574 I By ESPP Common Shares 199349 I By GRAT IX Common Shares 402500 I By LLC Common Shares 413340 I By GRAT X Common Shares 255000 I By LLC II Common Shares 562455 I By GRAT XI Common Shares 271500 I By LLC III Common Shares 728215 I By GRAT XII Common Shares 500000 I By GRAT XIII Option (right to buy) 36.307 2007-11-26 4 M 0 1 D 2001-03-02 2008-03-02 Common Shares 96402 0 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 312500 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 Option (right to buy) 67.26 2014-08-15 Common Shares 187826 1 D The reporting person exercised 96,402 stock options granted on March 2, 1998. Such stock options would have expired on March 2, 2008, if not exercised. The reporting person exercised all such options and delivered to the company $2.5 million in cash and 32,215 previously-owned mature shares as payment of exercise price and taxes. The reporting person currently intends to hold all such 96,402 exercised shares. 101,178 of these shares were previously reported as indirectly beneficially owned through GRAT IX and were subsequently transferred to direct beneficial ownership on October 30, 2007. 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 was disposed of in connection with its exercise for no additional consideration beyond the option shares. Stock option vested in three equal annual installments beginning on 11/15/00. 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 and September 21, 2007 (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. 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. Stock option vests in four equal annual installments beginning on 9/2/2006. Stock option granted pursuant to the Cardinal Health, Inc. 2005 Long-Term Incentive Plan, as amended. Stock option vests in four equal annual installments beginning on 8/15/2007. Stock option vests in three equal annual installments beginning on 8/15/2008. Aneezal H. Mohamed, Attorney-in-fact 2007-11-27 -----END PRIVACY-ENHANCED MESSAGE-----