CEO, GMPD Segment Mason Stephen M was granted 12,047 shares, exercised 14,961 shares at a strike of $83.62, sold $5,132,848 worth of shares (46,998 units at $109.21) and covered exercise/tax liability with 22,652 shares, decreasing direct ownership by 51% to 40,671 units (SEC Form 4)
$CAH
Other Pharmaceuticals
Health Care
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 08/15/2024 | ||||||||||||||||||||||||||
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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 | 08/15/2024 | F(1) | 20,667 | D | $106.36(2) | 62,646 | D | |||
| Common Shares | 08/15/2024 | A(3) | 12,047 | A | $0 | 74,693 | D | |||
| Common Shares | 08/16/2024 | F(4) | 1,985 | D | $107.91(2) | 72,708 | D | |||
| Common Shares | 08/19/2024 | M | 5,990 | A | $84.27 | 78,698 | D | |||
| Common Shares | 08/19/2024 | M | 8,971 | A | $83.19 | 87,669 | D | |||
| Common Shares | 08/19/2024 | S | 46,598 | D | $109.21(5) | 41,071 | D | |||
| Common Shares | 08/19/2024 | S | 400 | D | $109.7(6) | 40,671 | D | |||
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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 | ||||||||
| Employee Stock Option (right to buy) | $84.27 | 08/19/2024 | M | 5,990 | (7) | 08/15/2025 | Common Shares | 5,990 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $83.19 | 08/19/2024 | M | 8,971 | (8) | 08/15/2026 | Common Shares | 8,971 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents withholding of shares to satisfy tax withholding obligations of the reporting person in connection with the vesting of 12,810 restricted share units ("RSUs") and 45,958 performance share units. |
| 2. Reflects closing price on prior business day. |
| 3. Grant of RSUs that vest in three equal annual installments beginning on August 15, 2025. |
| 4. Represents withholding of shares to satisfy tax withholding obligations of the reporting person in connection with the vesting of 4,424 RSUs. |
| 5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.70 to $109.69, inclusive. The reporting person undertakes to provide to Cardinal Health, Inc., any security holder of Cardinal Health, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 5 and 6 to this Form 4. |
| 6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.70 to $109.71, inclusive. |
| 7. Stock option vested in three equal annual installments on August 15, 2016, August 15, 2017, and August 15, 2018. |
| 8. Stock option vested in three equal annual installments on August 15, 2017, August 15, 2018, and August 15, 2019. |
| Remarks: |
| /s/ James E. Barnett, Attorney-in-fact | 08/19/2024 | |
| ** 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. | ||