SEC Form 4 · accession 0000104207-15-000104
Walgreens Boots Alliance, Inc. · WBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jan Stern Reed
Officer — SVP, GC and Corp. Sec.
Period of report
Oct 30, 2015
Accepted (ET)
Nov 3, 2015 · 6:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001618921
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF6 | Oct 30, 2015 | A | 2,307 | $0.00 | A | 10,169 | D | |
| Common StockF6 | Oct 30, 2015 | A | 4,783 | $0.00 | A | 14,952 | D | |
| Common StockF6 | Oct 30, 2015 | A | 2,892 | $0.00 | A | 17,844 | D | |
| Common StockF6 | Oct 30, 2015 | F | 900 | $84.68 | D | 16,944 | D | |
| Common StockF6 | Oct 30, 2015 | A | 2,000 | $0.00 | A | 18,944 | D | |
| Common StockF6 | Oct 30, 2015 | F | 211 | $84.68 | D | 18,733 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy) | $84.68 | Nov 1, 2015 | A | 36,858 | A | Nov 1, 2018 | Nov 1, 2025 | Common Stock | 36,858 | 36,858 | D |
Explanation of responses
- F1On October 30, 2015, the Compensation Committee determined that the performance criteria applicable to this restricted stock unit award granted on November 1, 2014 (not a derivative security within the meaning of Rule 16a-1(c) upon grant) under the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan, as amended (together with the related award agreement, the "Plan") had been satisfied. The shares underlying these restricted stock units will vest on November 1, 2017, subject to the terms and conditions of the Plan.
- F2On October 30, 2015, the Compensation Committee determined that the performance criteria applicable to this restricted stock unit award granted on September 15, 2014 (not a derivative security within the meaning of Rule 16a-1(c) upon grant) under the Plan had been satisfied. The shares underlying these restricted stock units will vest on December 31, 2015, the first anniversary of the Second Step Closing Date (as defined in the Purchase and Option Agreement by and among Alliance Boots GmbH, AB Acquisitions Holdings Limited and Walgreen Co., dated as of June 18, 2012, as amended), subject to the terms and conditions of the Plan.
- F3Shares issued upon settlement of peformance share award (not a derivative security within the meaning of Rule 16a-1(c)) granted on March 1, 2013 under the Plan.
- F4Disposition relating to the satisfaction of tax withholding obligations upon the settlement of award granted in accordance with Rule 16b-3.
- F5On October 30, 2015, the Compensation Committee determined that the performance criteria applicable to this restricted stock unit award granted on October 7, 2014 (not a derivative security within the meaning of Rule 16a-1(c) upon grant) under the Plan had been satisfied. In accordance with the Plan, 666 shares underlying these restricted stock units vested on October 30, 2015, 666 shares will vest on October 7, 2016 and 668 shares will vest on October 7, 2017, subject to the terms and conditions of the Plan.
- F6Includes shares acquired upon reinvestment of dividends and shares underlying restricted stock units issued in lieu of dividends (through September 30, 2015) on outstanding restricted stock units, including 158 shares with respect to the restricted stock unit awards described in notes (1), (2) and (5) above.