CERNER (CERN) Form 4 CERNER / MARC G NAUGHTON 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^*

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. Date of Earliest Transaction (Month/Day/Year)
06/01/2015

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 Stock	06/01/2015		J(1)		3,748	A	$0.00	92,624(2)	D
Common Stock	06/01/2015		F		797(3)	D	$67.81	91,827(2)	D
Common Stock	06/01/2015		D		185(4)	D	$0.00	91,642(2)	D
Common Stock	06/03/2015		J(5)		2,600	A	$0.00	2,600	I	by Spouse
Common Stock								14,028	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
Common Stock (Restricted)	$0.00	06/01/2015		J(1)			8,000	06/01/2013	06/01/2015	Common Stock	8,000	$0.00	0	D
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)	$10.055							03/14/2013	03/14/2018	Common Stock	90,000		90,000	D
Non-Qualified Stock Option (right to buy)	$9.18							03/06/2011	03/06/2019	Common Stock	60,000		60,000	D
Non-Qualified Stock Option (right to buy)	$21.3							03/12/2012	03/12/2020	Common Stock	60,000		60,000	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-Quallified Stock Option (right to buy)	$1.875							02/24/2007	02/24/2022	Common Stock	70,000		70,000	D

Explanation of Responses:

1. Vesting of Performance-Based Restricted Stock grant of 8,000 shares to direct beneficial ownership, net of 3,452 shares withheld for taxes and 800 shares forfeited due to not meeting subjective performance criteria, in accordance with Rule 16b-3.

2. Includes 24,150 shares of restricted common stock.

3. Shares of common stock withheld to satisfy the tax withholdings for the vesting of 1,665 shares of restricted common stock.

4. Shares of common stock forfeited due to not meeting subjective performance criteria.

5. Shares owned by the reporting person's spouse, of which the reporting person disclaims beneficial ownership, were inadvertently omitted from prior reporting.

Remarks:

	/s/Patricia E. Davies, by Power of Attorney	06/03/2015
	** 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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