Walgreens Boots Alliance, Inc.
Walgreens Boots Alliance, Inc. (Form: 4, Received: 01/17/2018 18:02:42)
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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Pessina Stefano
2. Issuer Name and Ticker or Trading Symbol

Walgreens Boots Alliance, Inc. [ WBA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Vice Chairman, CEO
(Last)          (First)          (Middle)

24 BOULEVARD DU TENAO
3. Date of Earliest Transaction (MM/DD/YYYY)

1/15/2018
(Street)

MONTE CARLO, O9 98000
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $0.01 per share   1/15/2018     S    98858   (1) D $76.07   0   D    
Common Stock, par value $0.01 per share   1/15/2018     P    98858   (1) A $76.07   143091383   I   by ASP   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $77.08                    2/12/2019   (3) 2/12/2026   Common Stock   263273     263273   D    
Employee Stock Option (right to buy)   $82.46                    11/1/2019   (4) 11/1/2026   Common Stock   410798     410798   D    
Employee Stock Option (right to buy)   $67.01                      (5) 11/1/2027   Common Stock   504710     504710   D    

Explanation of Responses:
(1)  98,858 shares underlying restricted stock units ('RSUs'), including 5,250 shares underlying RSUs issued in lieu of dividends, vested on January 15, 2018, the third anniversary of the original grant of 93,608 RSUs. Immediately following their vesting, the Reporting Person assigned all 98,858 shares to Alliance Sante Participations S.A. (see footnote 2), at a price per share of $76.07, the closing price for a WBA share on the NASDAQ on January 12, 2018, the last trading day immediately prior to their assignment.
(2)  Shares of common stock are held of record by a corporation, Alliance Sante Participations S.A. ('ASP') which is 100% owned by another corporation, NEWCIP S.A., which is 100% controlled by the Reporting Person.
(3)  The option vests on February 12, 2019, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan, as amended (together with the related agreement thereunder).
(4)  The option vests on November 1, 2019, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan, as amended (together with the related agreement thereunder).
(5)  The option vests with respect to 168,068 shares on November 1, 2018, with respect to 168,068 shares on November 1, 2019 and with respect to 168,574 shares on November 1, 2020, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan, as amended (together with the related agreement thereunder).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Pessina Stefano
24 BOULEVARD DU TENAO
MONTE CARLO, O9 98000
X X Executive Vice Chairman, CEO

Signatures
Benjamin S.J. Burman, attorney-in-fact 1/17/2018
** Signature of Reporting Person Date


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