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    Executive Chairman of Board Pessina Stefano sold $9,163,161 worth of shares (832,258 units at $11.01) and bought $9,163,161 worth of shares (832,258 units at $11.01), decreasing direct ownership by 56% to 657,308 units (SEC Form 4)

    4/29/25 8:49:21 PM ET
    $WBA
    Retail-Drug Stores and Proprietary Stores
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    Get the next $WBA alert in real time by email
    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).
      
    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*
    Pessina Stefano

    (Last) (First) (Middle)
    24 BOULEVARD DU TENAO

    (Street)
    MONTE CARLO O9 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)
    X Director X 10% Owner
    X Officer (give title below) Other (specify below)
    Executive Chairman of Board
    3. Date of Earliest Transaction (Month/Day/Year)
    04/27/2025
    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
    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)
    Code V Amount (A) or (D) Price
    Common Stock, par value $0.01 per share 04/27/2025 S(1) 832,258 D $11.01 657,308(2) D
    Common Stock, par value $0.01 per share 04/27/2025 P(1) 832,258 A $11.01 145,621,079 I By ASP Cayman(3)
    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)
    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(4) 02/12/2026 Common Stock 263,273 263,273 D
    Employee Stock Option (right to buy) $82.46 11/01/2019(5) 11/01/2026 Common Stock 410,798 410,798 D
    Employee Stock Option (right to buy) $67.01 (6) 11/01/2027 Common Stock 504,710 504,710 D
    Employee Stock Option (right to buy) $79.9 (7) 11/01/2028 Common Stock 395,061 395,061 D
    Employee Stock Option (right to buy) $57.38 (8) 11/01/2029 Common Stock 420,168 420,168 D
    Explanation of Responses:
    1. On April 27, 2025, the Reporting Person sold 832,258 shares of Common Stock to Alliance Sante Participations Ltd., an exempted company incorporated in the Cayman Islands ("ASP Cayman"), at a price per share of $11.01, the closing price for a WBA share on the Nasdaq Stock Market on April 25, 2025, the last trading day immediately before the sale.
    2. Includes 75,386 shares (of which 18,443 were issued since the last Form 4 filed on November 5, 2024) underlying restricted stock units issued in lieu of dividends on outstanding restricted stock units.
    3. Shares of Common Stock are held of record by ASP Cayman, a corporation which is 100% controlled by the Reporting Person. On April 27, 2025, in an internal restructuring that did not effect any change in the Reporting Person's beneficial ownership, ASP Cayman purchased 144,788,821 shares of Common Stock from Alliance Sante Participations S.A., a Luxembourg corporation indirectly 100% controlled by the Reporting Person, at a price per share of $11.01, the closing price for a WBA share on the Nasdaq Stock Market on April 25, 2025, the last trading day immediately before the purchase.
    4. The option vested on February 12, 2019, 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").
    5. The option vested on November 1, 2019, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.
    6. 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 2013 Plan.
    7. 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 2013 Plan.
    8. The option vested with respect to 139,916 shares on November 1, 2020, with respect to a further 139,916 shares on November 1, 2021, and 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 2013 Plan.
    Benjamin S.J. Burman, attorney-in-fact 04/29/2025
    ** 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.
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