SEC Form 4 · accession 0001628619-15-000003
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
Oct 30, 2015
Accepted (ET)
Nov 3, 2015 · 7:41 am 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 | Oct 30, 2015 | A | 93,608 | $0.00 | A | 94,750 | D | |
| Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 74,296,870 | I | By ASP | |
| Common Stock, par value $0.01 per shareF4,F5,F6 | holding | — | — | — | 139,689,339 | I | By Gibco |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On October 30, 2015, the Compensation Committee determined that the performance criteria applicable to this restricted stock unit award granted on January 15, 2015 (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 January 15, 2018, subject to the terms and conditions of the Plan.
- F2Includes shares underlying restricted stock units issued in lieu of dividends (through October 30, 2015) on outstanding restricted stock units, including 1,142 shares with respect to the restricted stock unit award described in note (1) above.
- F3Shares 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.
- F4ASP owns directly and of record 50% of the voting power of Sprint Acquisitions Holdings Limited (f/k/a AB Acquisitions Holdings Limited, 'Gibco') and 45.2% of the class of shares with an economic interest in the 139,689,339 WBA shares held by Gibco. Entities affiliated with Kohlberg Kravis & Roberts & Co. L.P. ('KKR') own the other 50% of the voting power of Gibco.
- F5As a result, through his indirect control of ASP, the Reporting Person may be deemed to control Gibco jointly with KKR and to share with KKR beneficial ownership of the 139,689,339 shares held directly and of record by Gibco. The Reporting Person expressly disclaims beneficial ownership over such shares, except to the extent of the pecuniary interest of ASP therein.
- F6Based on its ownership of 45.2% of the class of Gibco shares with an economic interest in the 139,689,339 shares held by Gibco, ASP (and indirectly the Reporting Person) has a pecuniary interest in 63,162,110 of the 139,689,339 shares held directly and of record by Gibco.