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*
Pessina Stefano

(Last) (First) (Middle)
24 BOULEVARD DU TENAO

(Street)
MONTE CARLO O9 98000

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman of Board
3. Date of Earliest Transaction (Month/Day/Year)
10/26/2022
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, par value $0.01 per share 10/26/2022 A(1) 204,441 A $0 698,633(2) D
Common Stock, par value $0.01 per share 10/26/2022 D(3) 33,547 D $35.51 665,086 D
Common Stock, par value $0.01 per share 10/26/2022 A(4) 166,840 A $0 831,926 D
Common Stock, par value $0.01 per share 144,788,821 I By ASP(5)
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) $77.08 02/12/2019(6) 02/12/2026 Common Stock 263,273 263,273 D
Employee Stock Option (right to buy) $82.46 11/01/2019(7) 11/01/2026 Common Stock 410,798 410,798 D
Employee Stock Option (right to buy) $67.01 (8) 11/01/2027 Common Stock 504,710 504,710 D
Employee Stock Option (right to buy) $79.9 (9) 11/01/2028 Common Stock 395,061 395,061 D
Employee Stock Option (right to buy) $57.38 (10) 11/01/2029 Common Stock 420,168 420,168 D
Explanation of Responses:
1. Shares issued upon settlement of performance share award (not a derivative security within the meaning of Rule 16a-1(c)) granted on November 1, 2019 under the amended and restated Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan (together with the related award agreement and the applicable election forms thereunder, the "Plan")
2. Includes shares underlying restricted stock units issued in lieu of dividends (through October 28, 2022) on outstanding restricted stock units, including 7,491 shares with respect to the restricted stock unit award described in Note (4) below.
3. Disposition relating to the satisfaction of tax withholding obligations upon the vesting of performance share award granted in accordance with Rule 16b-3.
4. On October 26, 2022, the Compensation and Leadership Performance Committee determined that the performance criteria applicable to this restricted stock award granted on November 1, 2021 (not a derivative security within the meaning of Rule 16a-1(c)) under the Plan had been satisfied. The shares underlying these restricted stock units will vest on November 1, 2024, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
5. 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 II S.a r.l., which is 100% controlled by the Reporting Person.
6. The option vested on February 12, 2019, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
7. The option vested on November 1, 2019, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
8. The option vested with respect to 168,068 shares on November 1, 2018, with respect to a further 168,068 shares on November 1, 2019, and with respect to 168,574 shares on November 1, 2020, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
9. The option vested with respect to 131,555 shares on November 1, 2019, with respect to a further 131,555 shares on November 1, 2020, and with respect to 131,951 shares on November 1, 2021, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
10. The option vested with respect to 139,916 shares on November 1, 2020 and with respect to a further 139,916 shares on November 1, 2021, and vests with respect to 140,336 shares on November 1, 2022, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
Benjamin S.J. Burman, attorney-in-fact 10/28/2022
** Signature of Reporting Person Date
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