Chief Operating Officer, Int'l Barra Ornella was granted 303,476 shares and covered exercise/tax liability with 18,201 shares, increasing direct ownership by 43% to 954,321 units (SEC Form 4)
$WBA
Retail-Drug Stores and Proprietary Stores
Consumer Staples
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 11/01/2024 | ||||||||||||||||||||||||||
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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 | 11/01/2024 | A(1) | 303,476 | A | $0 | 972,522(2) | D | |||
| Common Stock, par value $0.01 per share | 11/01/2024 | F(3) | 18,201 | D | $9.46 | 954,321 | D | |||
| Common Stock, par value $0.01 per share | 1,718,000 | I | By OLB(4) | |||||||
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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) | $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. Restricted stock unit award granted under the amended and restated Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive Plan (together with the related award agreement and the applicable election forms thereunder, the "Plan"). The shares underlying these restricted stock units vest with respect to 101,057 shares on November 1, 2025, with respect to 101,058 shares on November 1, 2026 and with respect to 101,361 shares on November 1, 2027, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the Plan. |
| 2. Includes shares underlying restricted stock units issued in lieu of dividends on outstanding restricted stock units. |
| 3. Disposition relating to the satisfaction of tax withholding obligations upon the vesting of restricted stock awards 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 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"). |
| 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 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, with respect to 46,365 shares on November 1, 2022, and with respect to 46,504 shares on November 1, 2023, subject to 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, with respect to 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 Plan. |
| Benjamin S.J. Burman, attorney-in-fact | 11/04/2024 | |
| ** 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. | ||