Naughton Marc G Form 5 CERNER / MARC G NAUGHTON ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

NAUGHTON MARC G

(Last) (First) (Middle)

2800 ROCKCREEK PARKWAY

(Street)

NORTH KANSAS CITY MO 64117

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CERNER CORP /MO/ [ CERN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec. VP & CFO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/29/2018

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	12/29/2018		J(1)	86	A	$64.6(1)(2)	14,490	I	by 401(k) Plan
Common Stock							84,898	D
Common Stock							2,600	I	by Spouse

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$44.615						03/01/2015	03/01/2023	Common Stock	50,000		50,000	D
Non-Qualified Stock Option (right to buy)	$60.37						03/07/2016	03/07/2024	Common Stock	44,000		44,000	D
Non-Qualified Stock Option (right to buy)	$70.91						03/12/2017	03/12/2025	Common Stock	44,000		44,000	D
Non-Qualified Stock Option (right to buy)	$54.01						03/11/2018	03/11/2026	Common Stock	87,500		87,500	D
Non-Qualified Stock Option (right to buy)	$55.74						03/03/2019	03/03/2027	Common Stock	87,500		87,500	D
Non-Qualified Stock Option (right to buy)	$25.8						03/11/2013	03/11/2021	Common Stock	56,000		56,000	D
Non-Qualified Stock Option (right to buy)	$38.43						03/09/2014	03/09/2022	Common Stock	50,000		50,000	D
Non-Qualified Stock Option (right to buy)	$62.94						03/02/2020	03/02/2028	Common Stock	73,100		73,100	D
Non-Quallified Stock Option (right to buy)	$1.875						02/24/2007	02/24/2022	Common Stock	70,000		70,000	D
Restricted Stock Units	$0.00						09/01/2019	09/01/2019	Common Stock	41,800		41,800	D
Restricted Stock Units	$0.00						03/02/2021	03/02/2021	Common Stock	8,750		8,750	D

Explanation of Responses:

1. Represents shares acquired through routine payroll deduction and participation in the issuer's 401(k) plan between 12/31/2017 and 12/29/2018, at prices ranging from $56.86 to $72.92 per share. Balance is based on plan statement as of 12/29/2018. This transaction qualifies as a non-discretionary transaction from a tax-qualified plan.

2. Full information regarding the number of shares acquired at each separate price will be provided upon request by the Commission staff, Cerner Corporation, or a Cerner shareholder.

Remarks:

	/s/ Shane M. Dawson, by Power of Attorney	01/18/2019
	** 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).
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