Chief Human Resources Officer Snow Ola M covered exercise/tax liability with 14,065 shares, was granted 8,711 shares, sold $4,132,275 worth of shares (37,941 units at $108.91), gifted 943 shares and exercised 17,667 shares at a strike of $77.38, decreasing direct ownership by 49% to 27,516 units (SEC Form 4)

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SEC FORM 4 SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Snow Ola M

(Last) (First) (Middle)
7000 CARDINAL PLACE

(Street)
DUBLIN OH 43017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CARDINAL HEALTH INC [ CAH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Human Resources Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 08/15/2024 F(1) 12,576 D $106.36(2) 41,511 D
Common Shares 08/15/2024 A(3) 8,711 A $0 50,222 D
Common Shares 08/16/2024 F(4) 1,489 D $107.91(2) 48,733 D
Common Shares 08/16/2024 S 3,294 D $108 45,439 D
Common Shares 08/16/2024 G 943 D $0 44,496 D
Common Shares 08/19/2024 M 5,230 A $84.27 49,726 D
Common Shares 08/19/2024 M 5,980 A $83.19 55,706 D
Common Shares 08/19/2024 M 6,457 A $66.43 62,163 D
Common Shares 08/19/2024 S 34,647 D $109(5) 27,516 D
Common Shares 141 I By 401(k) Plan
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
Employee Stock Option (right to buy) $84.27 08/19/2024 M 5,230 (6) 08/15/2025 Common Shares 5,230 $0 0 D
Employee Stock Option (right to buy) $83.19 08/19/2024 M 5,980 (7) 08/15/2026 Common Shares 5,980 $0 0 D
Employee Stock Option (right to buy) $66.43 08/19/2024 M 6,457 (8) 08/15/2027 Common Shares 6,457 $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 7,427 restricted share units ("RSUs") and 29,245 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 3,318 RSUs.
5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.66 to $109.25, 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 range set forth in footnote 5 to this Form 4.
6. Stock option vested in three equal annual installments on August 15, 2016, August 15, 2017, and August 15, 2018.
7. Stock option vested in three equal annual installments on August 15, 2017, August 15, 2018, and August 15, 2019.
8. Stock option vested in three equal annual installments on August 15, 2018, August 15, 2019, and August 15, 2020.
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.
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