SEC Filing | Walgreens Boots Alliance, Inc.

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Barra Ornella

(Last)

(First)

(Middle)

24 BOULEVARD DU TENAO

(Street)

MONTE CARLO

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer, Int'l

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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, par value $0.01 per share	10/25/2023		A⁽¹⁾		52,167	A	$0	378,155⁽²⁾	D
Common Stock, par value $0.01 per share	10/25/2023		F⁽³⁾		7,089	D	$21.37	371,066	D
Common Stock, par value $0.01 per share								1,718,000	I	By OLB⁽⁴⁾

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)
Employee Stock Option (right to buy)	$84.68							⁽⁵⁾	11/01/2025	Common Stock	84,466		84,466	D
Employee Stock Option (right to buy)	$82.46							11/01/2019⁽⁶⁾	11/01/2026	Common Stock	140,844		140,844	D
Employee Stock Option (right to buy)	$67.01							⁽⁷⁾	11/01/2027	Common Stock	161,506		161,506	D
Employee Stock Option (right to buy)	$79.9							⁽⁸⁾	11/01/2028	Common Stock	133,333		133,333	D
Employee Stock Option (right to buy)	$57.38							⁽⁹⁾	11/01/2029	Common Stock	141,806		141,806	D
Employee Stock Option (right to buy)	$34.04							⁽¹⁰⁾	11/01/2030	Common Stock	139,233		139,233	D
Employee Stock Option (right to buy)	$47.32							⁽¹¹⁾	11/01/2031	Common Stock	139,405		139,405	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, 2020 under the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan, as amended (together with the related award agreement and the applicable election forms thereunder, the "2013 Plan").

2. Includes 5,064 shares underlying restricted stock units issued in lieu of dividends on outstanding restricted stock units (from date of last filing on November 3, 2022 through October 26, 2023).

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. Shares of Common Stock are held of record by a corporation, OLB Holdings Ltd. ("OLB"), which is 100% owned by the Reporting Person.

5. The option vested with respect to 28,127 shares on November 1, 2016, with respect to a further 28,127 shares on November 1, 2017, and with respect to 28,212 shares on November 1, 2018, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.

6. The option vested on November 1, 2019, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.

7. The option vested with respect to 53,781 shares on November 1, 2018, with respect to a further 53,781 shares on November 1, 2019 and with respect to 53,944 shares on November 1, 2020, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.

8. The option vested with respect to 44,399 shares on November 1, 2019, with respect to 44,400 shares on November 1, 2020, and with respect to 44,534 shares on November 1, 2021, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.

9. The option vested with respect to 47,221 shares on November 1, 2020; with respect to a further 47,221 shares on November 1, 2021, and with respect to 47,364 shares on November 1, 2022, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.

10. The option vested with respect to 46,364 shares on November 1, 2021 and with respect to 46,365 shares on November 1, 2022 and vests with respect to 46,504 shares on November 1, 2023, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.

11. The option vested with respect to 46,421 shares on November 1, 2022, and vests with respect to a further 46,422 shares on November 1, 2023 and with respect to 46,562 shares on November 1, 2024, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive Plan.

	Benjamin S.J. Burman, attorney-in-fact	10/27/2023
	** 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 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.