SEC Form 4/A · accession 0001104659-15-003396
Walgreens Boots Alliance, Inc. · WBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Stefano Pessina
Officer — Exec Vice Chairman, Acting CEO · Director · 10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Jan 20, 2015 · 5:23 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 stock, par value $0.01 per shareF2,F1 | Dec 31, 2014 | J | 1,337,276 | — | A | 74,296,870 | I | Note |
| Common stock, par value $0.01 per shareF2,F3,F4,F5 | Dec 31, 2014 | J | 139,689,339 | — | A | 139,689,339 | I | Note |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares of common stock are held of record by a corporation, Alliance Sante Participations S.A. ("ASP") which is 100% owned by another corporation, NEWCIP S.A., which is 100% controlled by the Reporting Person.
- F2Prior to the closing of the transaction described in this footnote (the "Transaction"), ASP acquired certain interests in the Alliance Boots Management Equity Plan ("MEP") from the Reporting Person and from certain other MEP participants. In connection with the closing of the Transaction, ASP exchanged its MEP interests for 1,337,276 shares of common stock of Walgreen Boots Alliance, Inc. (successor of Walgreen Co.). On December 31, 2014, Walgreens Boots Alliance, Inc. completed the acquisition of the 55% of the issued and outstanding share capital of Alliance Boots GmbH it did not already own in exchange for GBP 3,133 million, payable in cash in British pounds sterling, and 144,333,468 shares of common stock of Walgreens Boots Alliance, Inc., subject to certain specified adjustments. On December 31, 2014, the closing price of Walgreens Boots Alliance, Inc. common stock was $76.20 per share.
- F3ASP owns directly and of record 50% of the voting power and 34.7% of the economic interests in AB Acquisitions Holdings Limited ("AB Gibco") and may therefore be deemed to have joint control over AB Gibco with certain entities affiliated with Kohlberg Kravis & Roberts & Co. L.P. ("KKR"), which own the other 50% of the voting power. Because ASP may be deemed to have shared beneficial ownership of AB Gibco, the Reporting Person may be deemed (through its indirect control of ASP) to have shared beneficial ownership over the 139,689,339 shares of common stock of Walgreens Boots Alliance, Inc. which AB Gibco was issued at the closing of the Transaction. The Reporting Person expressly disclaims any beneficial ownership of such shares except to the extent of ASP's pecuniary interest in such shares.
- F4On January 20, 2015, AB Gibco returned the cash proceeds it received in the Transaction to its direct and indirect investors through the redemption of certain of its securities. As part of that redemption process investors in AB Gibco (other than affiliates of KKR) were permitted to make an election (an "Additional Cash Election"), whereby they could receive a greater amount of cash in lieu of some or all of their pro rata allocable share of the common stock of Walgreens Boots Alliance, Inc. received by AB Gibco in the Transaction. To the extent such investors made an Additional Cash Election, subject to a limit of $1 billion, ASP undertook to increase proportionately its allocable share of the common stock of Walgreens Boots Alliance, Inc. received by AB Gibco in the Transaction.
- F5As a result of the Additional Cash Elections made by investors in AB Gibco, following the return of the cash proceeds, ASP (and indirectly the Reporting Person) now has a pecuniary interest in 63,162,110 of the 139,689,339 shares of common stock held directly and of record by AB Gibco.