SEC Form 4 · accession 0001554687-18-000002
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
Jul 16, 2018
Accepted (ET)
Jul 17, 2018 · 5:39 pm EDT
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 shareF1,F2 | Jul 16, 2018 | P | 1,697,438 | $63.92 | A | 144,788,821 | 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
- F1On July 16, 2018, Alliance Sante Participations S.A. purchased 1,697,438 shares of Common Stock for cash from Ornella Barra in a private off-market and offshore transaction pursuant to a Share Purchase Agreement, dated July 16, 2018, for a purchase price of $63.92 per share (being the price equal to the 5-day volume weighted average price per share of Common Stock on the NASDAQ for the 5-trading day period ending on (and including) July 13, 2018, the last trading day immediately prior to the entry into the Share Purchase Agreement).
- 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).