SEC Filing | Walgreens Boots Alliance, Inc.

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SEC FORM 4 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^*

MCLEVISH TIMOTHY R

(Last)

(First)

(Middle)

WALGREENS BOOTS ALLIANCE, INC.

108 WILMOT ROAD

(Street)

DEERFIELD

60015

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Walgreens Boots Alliance, Inc. [ WBA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014

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)
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 Stock	12/31/2014		A⁽¹⁾		7,971	A	$0	9,102⁽³⁾	D
Common Stock	12/31/2014		F⁽²⁾		2,592	D	$76.2	6,510⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares issued upon satisfaction of the performance criteria applicable to this restricted stock unit award granted on October 7, 2014 (not a derivative security within the meaning of Rule 16a-1(c) upon grant) under the Walgreen Co. 2013 Omnibus Incentive Plan, as amended (together with the related award agreement, as amended, the "Plan"). In accordance with the Plan, the shares underlying these restricted stock units vested on December 31, 2014, the Second Step Closing Date (as defined in the Purchase and Option Agreement by and among Alliance Boots GmbH, AB Acquisitions Holdings Limited and Walgreen Co., dated as of June 18, 2012, as amended).

2. Disposition relating to the satisfaction of tax withholding obligations upon the settlement of award granted in accordance with Rule 16b-3.

3. Includes shares underlying restricted stock units issued in lieu of dividends (through December 12, 2014) on outstanding restricted stock units.

Remarks:

On December 31, 2014, Walgreens Boots Alliance, Inc., a Delaware corporation, became the successor of Walgreen Co., an Illinois corporation, pursuant to a merger to effect a reorganization of Walgreen Co. into a holding company structure. The merger resulted in Walgreens Boots Alliance, Inc. becoming the parent holding company of Walgreen Co. and changed the company's domicile, but did not alter the proportionate interests of security holders.

	/s/ Kelsey Chin, attorney-in-fact	01/02/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                         POWER OF ATTORNEY



Know all by these presents, that, effective as of December 31, 2014, the undersigned

hereby constitutes and appoints each of:  Thomas J. Sabatino, Jr., Jan S. Reed,

Joseph H. Greenberg, Mark L. Dosier, Lydia J. Mathas and Kelsey Chin, respectively,

signing singly, the undersigned's true and lawful attorney-in-fact, with full power

of substitution and resubstitution, to:



    (1) prepare, execute in the undersigned's name and on the undersigned's behalf,

and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID,

including amendments thereto, and any other documents necessary or appropriate to

obtain and renew codes and passwords enabling the undersigned to make electronic

filings with the SEC of reports required by Section 16(a) of the Securities Exchange

Act of 1934 or any rule or regulation of the SEC;



    (2) execute for and on behalf of the undersigned, in the undersigned's capacity

as an officer and/or Member of the Board of Directors of Walgreens Boots Alliance,

Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules and regulations thereunder;



    (3) do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to complete and execute any such Form 3, 4, or 5,

complete and execute any amendment or amendments thereto, and file such form with

the SEC and any stock exchange or similar authority; and



    (4) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in

the best interest of, or legally required by, the undersigned, it being understood

that the documents executed by such attorney-in-fact on behalf of the undersigned

pursuant to this Power of Attorney shall be in such form and shall contain such

terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's

discretion.



The undersigned hereby grants to each such attorney-in-fact full power and authority

to do and perform any and every act and thing whatsoever requisite, necessary, or

proper to be done in the exercise of any of the rights and powers herein granted, as

fully to all intents and purposes as the undersigned might or could do if personally

present, with full power of substitution or revocation, hereby ratifying and

confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or

substitutes, shall lawfully do or cause to be done by virtue of this Power of

Attorney and the rights and powers herein granted.  The undersigned acknowledges

that the foregoing attorneys-in-fact, in serving in such capacity at the request of

the undersigned, are not assuming, nor is the Company assuming, any of the

undersigned's responsibilities to comply with Section 16 of the Securities Exchange

Act of 1934.



This Power of Attorney shall remain in full force and effect until the undersigned

is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's

holdings of, and transactions in, securities issued by the Company, unless earlier

revoked by the undersigned in a signed writing delivered to the foregoing

attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed

as of this 29th day of December 2014.



 /s/ Timothy R. McLevish

       Signature





 Timothy R. McLevish

       Print Name