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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Walgreens Boots Alliance, Inc. [ WBA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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 | |
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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |