Mayer Jessica L Form 4 CARDINAL HEALTH / Jessica L Mayer ownership change

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

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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).

1. Name and Address of Reporting Person^*

Mayer Jessica L

(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 Legal/Compliance Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2023

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	08/15/2023		F(1)		20,010	D	$92.99(2)	110,289	D
Common Shares	08/16/2023		A(3)		13,274	A	$0	123,563	D
Common Shares	08/16/2023		M		1,142	A	$71.43	124,705	D
Common Shares	08/16/2023		M		973	A	$84.27	125,678	D
Common Shares	08/16/2023		S		30,145	D	$90.84(4)	95,533	D
Common Shares	08/17/2023		S		10,668	D	$87.68(5)	84,865	D

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)	$71.43	08/16/2023		M			1,142	(6)	08/15/2024	Common Shares	1,142	$0	0	D
Employee Stock Option (right to buy)	$84.27	08/16/2023		M			973	(7)	08/15/2025	Common Shares	973	$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 16,282 restricted share units ("RSUs") and 28,329 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, 2024.

4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.64 to $91.06, 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 (4) and (5) to this Form 4.

5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.53 to $87.86, inclusive.

6. Stock option vested in three equal installments on August 15, 2014, August 15, 2015, and August 15, 2016.

7. Stock option vested in three equal installments on August 15, 2015, August 15, 2016, and August 15, 2017.

Remarks:

	/s/ James E. Barnett, Attorney-in-fact	08/17/2023
	** 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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