SEC Form 4 · accession 0001618921-16-000012
Cencora, Inc. · COR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Walgreens Boots Alliance, Inc.
10% Owner
Period of report
Mar 18, 2016
Accepted (ET)
Mar 22, 2016 · 7:21 am EDT
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,F3 | Mar 18, 2016 | X | 22,696,912 | $51.50 | A | 34,157,955 | I | See footnotes |
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,F3 | $51.50 | Mar 18, 2016 | X | 22,696,912 | D | Mar 18, 2016 | Sep 18, 2016 | Common Stock | 22,696,912 | 0 | I |
| Warrants (right to buy)F2,F3 | $52.50 | holding | — | — | — | Mar 18, 2017 | Sep 18, 2017 | Common Stock | 22,696,912 | 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 in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreen Co. ("Walgreen"), Alliance Boots GmbH 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, January 25, 2016 and March 22, 2016 (as amended, the "Schedule 13D").
- F2These warrants are held by WBA Holdings and were acquired pursuant to the Framework Agreement.
- F3As described in the Schedule 13D, following the completion of an internal reorganization of certain wholly-owned subsidiaries of WBA, WBA Investments, Inc., a direct wholly-owned subsidiary of WBA and the sole member of WBA Holdings, may also be deemed to beneficially own the securities reported in this Form 4 and each of Walgreens Pharmacy Strategies, LLC, Bond Drug Company of Illinois, LLC, Walgreen Eastern Co., Inc., Walgreen Arizona Drug Co., Walgreen Hastings Co. and Walgreen do not beneficially own any shares of common stock or warrants of the Issuer.
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 4 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.