Chief Operating Officer, Int'l Barra Ornella returned $30,766,803 worth of shares to the company (2,687,057 units at $11.45), closing all direct ownership in the company (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) 08/28/2025 | ||||||||||||||||||||||||||
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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 | 08/28/2025 | D | 969,057(1) | D | $11.45(2)(3) | 0 | D | |||
| Common Stock, par value $0.01 per share | 08/28/2025 | D | 1,718,000 | D | $11.45(2) | 0 | 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 Options (right to buy) | $84.68 | 08/28/2025 | D | 84,466 | (5) | 11/01/2025 | Common Stock | 84,466 | $0 | 0 | D | ||||
| Employee Stock Options (right to buy) | $82.46 | 08/28/2025 | D | 140,844 | (5) | 11/01/2026 | Common Stock | 140,844 | $0 | 0 | D | ||||
| Employee Stock Options (right to buy) | $67.01 | 08/28/2025 | D | 161,506 | (5) | 11/01/2027 | Common Stock | 161,506 | $0 | 0 | D | ||||
| Employee Stock Options (right to buy) | $79.9 | 08/28/2025 | D | 133,333 | (5) | 11/01/2028 | Common Stock | 133,333 | $0 | 0 | D | ||||
| Employee Stock Options (right to buy) | $57.38 | 08/28/2025 | D | 141,806 | (5) | 11/01/2029 | Common Stock | 141,806 | $0 | 0 | D | ||||
| Employee Stock Options (right to buy) | $34.04 | 08/28/2025 | D | 139,233 | (5) | 11/01/2030 | Common Stock | 139,233 | $0 | 0 | D | ||||
| Employee Stock Options (right to buy) | $47.32 | 08/28/2025 | D | 139,405 | (5) | 11/01/2031 | Common Stock | 139,405 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes 525,167 shares of Common Stock of Walgreens Boots Alliance, Inc. (the "Issuer") underlying restricted stock units ("Issuer RSUs") granted to the Reporting Person (including Issuer RSUs issued in lieu of dividends on outstanding Issuer RSUs granted to the Reporting Person). |
| 2. On August 28, 2025, the Issuer consummated the previously announced transaction pursuant to the Agreement and Plan of Merger, dated as of March 6, 2025, by and among the Issuer, Blazing Star Parent, LLC ("Parent"), Blazing Star Merger Sub., Inc. ("Merger Sub") and certain other affiliates of Parent named therein, whereby Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Common Stock of the Issuer ("Common Stock") was canceled and converted into the right to receive (a) cash in an amount equal to $11.45 (the "Per Share Cash Consideration"), without interest and subject to all applicable withholding taxes, and (b) one divested asset proceed right issued by Parent or one of its affiliates subject to and in accordance with the divested asset proceed rights agreement (a "Divested Asset Proceed Right"). |
| 3. At the Effective Time, each Issuer RSU that was not vested at or before the Effective Time was canceled and converted into the contingent right to receive (a) cash in an amount equal to the product of (i) the Per Share Cash Consideration and (ii) the aggregate number of shares of Common Stock subject to such Issuer RSU (including any shares subject to dividend equivalent units credited thereon), without interest and subject to all applicable withholding taxes, and (b) one Divested Asset Proceed Right (together, the "Per RSU Merger Consideration"). Payment of the aggregate Per RSU Merger Consideration payable to the Reporting Person is subject to the Reporting Person remaining in continuous service to the surviving corporation as an employee or consultant until the date on which the original vesting conditions applicable to the underlying Issuer RSUs immediately prior to the Effective Time (including any accelerated vesting provisions therein) are satisfied. |
| 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. At the Effective Time, each Issuer stock option with a per share exercise price equal or greater than the Per Share Cash Consideration was cancelled for no consideration. |
| Benjamin S.J. Burman, attorney-in-fact | 08/28/2025 | |
| ** 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. | ||