SEC Form 4 · accession 0001554687-18-000001

Walgreens Boots Alliance, Inc. · WBA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Stefano Pessina

Officer — Executive Vice Chairman, CEO · Director · 10% Owner

Period of report

Jan 15, 2018

Accepted (ET)

Jan 17, 2018 · 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 Stock, par value $0.01 per share^F1	Jan 15, 2018	S	98,858	$76.07	D	0	D
Common Stock, par value $0.01 per share^F1,F2	Jan 15, 2018	P	98,858	$76.07	A	143,091,383	I	by ASP

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)^F3	$77.08	holding	—	—	—	Feb 12, 2019	Feb 12, 2026	Common Stock	263,273	263,273	D
Employee Stock Option (right to buy)^F4	$82.46	holding	—	—	—	Nov 1, 2019	Nov 1, 2026	Common Stock	410,798	410,798	D
Employee Stock Option (right to buy)^F5	$67.01	holding	—	—	—	—	Nov 1, 2027	Common Stock	504,710	504,710	D

Explanation of responses

F198,858 shares underlying restricted stock units ('RSUs'), including 5,250 shares underlying RSUs issued in lieu of dividends, vested on January 15, 2018, the third anniversary of the original grant of 93,608 RSUs. Immediately following their vesting, the Reporting Person assigned all 98,858 shares to Alliance Sante Participations S.A. (see footnote 2), at a price per share of $76.07, the closing price for a WBA share on the NASDAQ on January 12, 2018, the last trading day immediately prior to their assignment.
F2Shares 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.
F3The option vests on February 12, 2019, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan, as amended (together with the related agreement thereunder).
F4The option vests on November 1, 2019, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan, as amended (together with the related agreement thereunder).
F5The option vests with respect to 168,068 shares on November 1, 2018, with respect to 168,068 shares on November 1, 2019 and with respect to 168,574 shares on November 1, 2020, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan, as amended (together with the related agreement thereunder).