| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/27/2023 |
3. Issuer Name and Ticker or Trading Symbol
Walgreens Boots Alliance, Inc. [ WBA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 10,044(1)(2) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (Right to Buy) | 11/01/2019 | 11/01/2026 | Common Stock | 7,335 | 82.46 | D | |
| Employee Stock Option (Right to Buy) | (3) | 11/01/2027 | Common Stock | 8,831 | 67.01 | D | |
| Employee Stock Option (Right to Buy) | (4) | 11/01/2028 | Common Stock | 6,172 | 79.9 | D | |
| Employee Stock Option (Right to Buy) | (5) | 11/01/2029 | Common Stock | 7,550 | 57.38 | D | |
| Employee Stock Option (Right to Buy) | (6) | 11/01/2030 | Common Stock | 5,160 | 34.04 | D | |
| Employee Stock Option (Right to Buy) | (7) | 11/01/2031 | Common Stock | 11,385 | 47.32 | D | |
| Explanation of Responses: |
| 1. Includes shares underlying restricted stock units ("RSUs") granted 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 "2013 Plan"), RSUs granted under the Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive Plan (together with the related award agreement and the applicable election forms thereunder, the "2021 Plan") and shares underlying the RSUs issued in lieu of dividends (through July 30, 2023) on the outstanding RSUs. (continued in footnote 2) |
| 2. (continued from footnote 1) RSUs were granted and vest as follows (a) 516 RSUs granted on November 1, 2020 and vest on November 1, 2023; (b) 1,218 RSUs granted on November 1, 2021 that vest with respect to 608 units on November 1, 2023 and with respect to 610 units on November 1, 2024; and (c) 4,529 RSUs granted on November 1, 2022 that vest with respect to 1,508 units on November 1, 2023, with respect to 1,508 units on November 1, 2024, and with respect 1,513 units on November 1, 2025. |
| 3. The option vests with respect to 2,940 shares on November 1, 2018, with respect to 2,941 shares on November 1, 2019, and with respect to 2,950 shares on November 1, 2020, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan. |
| 4. The option vests with respect to 2,055 shares on November 1, 2019, with respect to 2,055 shares on November 1, 2020, and with respect to 2,062 shares on November 1, 2021, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan. |
| 5. The option vests with respect to 2,514 shares on November 1, 2020, with respect to 2,514 shares on November 1, 2021, and with respect to 2,522 shares on November 1, 2022, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan. |
| 6. The option vests with respect to 2,576 shares on November 1, 2022, and with respect to 2,584 shares on November 1, 2023, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan. |
| 7. The option vests with respect to 3,791 shares on November 1, 2022, with respect to 3,791 shares on November 1, 2023, and with respect to 3,803 shares on November 1, 2024, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2021 Plan. |
| Remarks: |
| Mr. Heckman's complete title is Vice President, Interim Global Controller and Chief Accounting Officer. |
| /s/ Todd Heckman by Cherita Thomas, Attorney-in-Fact | 08/07/2023 | |
| ** 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 5 (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. | ||
POWER OF ATTORNEY Know all by these presents, that, effective as of the date hereof, the undersigned hereby constitutes and appoints each of Danielle Gray, Joseph B. Amsbary, Jr., Paul Ingram and Cherita Thomas, 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.
Page 2 of 2 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th of July, 2023. /s/ Todd Heckman Signature _ Todd Heckman Print Name
