SEC Form 3 · accession 0000104207-16-000115
Cencora, Inc. · COR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 18, 2016
Accepted (ET)
Jan 25, 2016 · 7:14 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001140859
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 11,461,043 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F2 | $51.50 | holding | — | — | — | Mar 18, 2016 | Sep 18, 2016 | Common Stock | 22,696,912 | — | I |
| Warrants (right to buy)F2 | $52.50 | holding | — | — | — | Mar 18, 2017 | Sep 18, 2017 | Common Stock | 22,696,912 | — | I |
Explanation of responses
- F1These shares are held by Walgreens Boots Alliance Holdings LLC ("WBA Holdings"), an indirect wholly-owned subsidiary of Walgreens Boots Alliance, Inc. ("WBA"), and were acquired on various dates in 2013 and 2014 in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreen Co. ("Walgreen"), Alliance Boots GmbH ("Alliance Boots") and the Issuer (the "Framework Agreement"). The Framework Agreement is described in a Schedule 13D filed by Walgreen and others on April 15, 2014, as amended on January 16, 2015 and January 25, 2016 (as amended, the "Schedule 13D"). On December 31, 2014, WBA became the successor of Walgreen pursuant to a merger to effect a reorganization of Walgreen into a holding company structure, and Walgreen became a direct wholly-owned subsidiary of WBA.
- F2These warrants are held by WBA Holdings, an indirect wholly-owned subsidiary of WBA. This Form 3 is being filed because, pursuant to SEC Rule 13d-3(d), the warrants that become exercisable on March 18, 2016 are deemed to represent beneficial ownership of the underlying shares of common stock for purposes of Section 13(d) of the Exchange Act as of the 60th day preceding the date the warrants become exercisable. WBA Holdings and certain intermediate wholly-owned subsidiaries of WBA and Walgreen (Walgreens Pharmacy Strategies, LLC, Bond Drug Company of Illinois, LLC, Walgreen Eastern Co., Inc., Walgreen Arizona Drug Co. and Walgreen Hastings Co.) described in the Schedule 13D may also be deemed beneficial owners of the securities reported in this Form 3. As a result of the foregoing, the reporting persons may be deemed to beneficially own more than 10% of the Issuer's outstanding common stock for purposes of SEC Rule 16a-1(a)(1).
Remarks
Each reporting person expressly disclaims beneficial ownership of the securities described herein except to the extent of such person's pecuniary interest therein. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any securities described herein for any other purpose.