SEC Form 4 · accession 0001618921-16-000045
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
Aug 25, 2016
Accepted (ET)
Aug 25, 2016 · 5:02 pm 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 | Aug 25, 2016 | X | 22,696,912 | $52.50 | A | 56,854,867 | 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 | $52.50 | Aug 25, 2016 | X | 22,696,912 | D | Aug 25, 2016 | Feb 27, 2017 | Common Stock | 22,696,912 | 0 | 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, March 22, 2016 and August 25, 2016 (as amended, the "Schedule 13D").
- F2These warrants were held by WBA Holdings and were acquired pursuant to the Framework Agreement on March 18, 2013 and became exercisable on August 25, 2016 as described in the Schedule 13D.
- F3As described in the Schedule 13D, 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.
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.