Edgar Filing: CARDINAL HEALTH INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CLARK R KERRY

2. Issuer Name and Ticker or Trading Symbol
CARDINAL HEALTH INC [CAH]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Former Chairman and CEO

(Last)

(First)

(Middle)

7000 CARDINAL PLACE

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2009

(Street)

DUBLIN, OH 43017

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	09/01/2009		A⁽¹⁾		1,166	A	⁽²⁾	222,298	D
Common Shares	09/01/2009		A⁽¹⁾		19,520	A	⁽³⁾	241,818	D
Common Shares	09/01/2009		F⁽⁹⁾		655	D	$ 25.11	241,163	D
Common Shares	09/01/2009		F⁽¹⁰⁾		143	D	$ 25.11	241,020	D
Common Shares	09/01/2009		F⁽¹¹⁾		2,385	D	$ 25.11	238,635	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy)

$ 51.26

09/01/2009

A⁽¹⁾

⁽⁴⁾

04/17/2013

Common Shares

654,309

⁽⁵⁾

Option (right to buy)

$ 49.25

09/01/2009

A⁽¹⁾

⁽⁶⁾

08/15/2014

Common Shares

171,719

⁽⁵⁾

Option (right to buy)

$ 47.4

09/01/2009

A⁽¹⁾

⁽⁷⁾

10/15/2014

Common Shares

19,206

⁽⁵⁾

Option (right to buy)

$ 41.1

09/01/2009

A⁽¹⁾

⁽⁸⁾

08/15/2015

Common Shares

358,494

⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CLARK R KERRY 7000 CARDINAL PLACE DUBLIN, OH 43017	X		Former Chairman and CEO

Signatures

/s/ Aneezal H. Mohamed, Attorney-in-fact		09/02/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Pursuant to the anti-dilution provisions of this grant, the number of shares subject to it (and for options, the exercise price) was adjusted in conjunction with the Issuer's spin-off of CareFusion Corp. The terms of this adjustment were approved by the Issuer's Human Resources and Compensation Committee.
(2)	Award granted without payment by grantee. One-third of these restricted share units are vested and delivery has been deferred, one-third will vest on 10/15/2009, and one-third will vest on 10/15/2010.
(3)	Award granted without payment by grantee. One-third of these restricted share units are vested and delivery has been deferred, one-third of these restricted share units will vest on 8/15/2010, and one-third will vest on 8/15/2011.
(4)	Three-quarters of these options are currently exercisable and one-quarter will vest on 4/17/2010.
(5)	Award granted without payment by grantee.
(6)	Two-thirds of these options are currently exercisable and one-third will vest on 8/15/2010.
(7)	One-third of these options are currently exercisable, one-third will vest on 10/15/2009, and one-third will vest on 10/15/2010.
(8)	One-third of these options are currently exercisable, one-third will vest on 8/15/2010, and one-third will vest on 8/15/2011.
(9)	Represents the withholding of shares to satisfy tax withholding obligations in connection with the vesting of 13,539 restricted share units.
(10)	Represents the withholding of shares to satisfy tax withholding obligations in connection with the vesting of 2,954 restricted share units.
(11)	Represents the withholding of shares to satisfy tax withholding obligations in connection with the vesting of 49,392 restricted share units.

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