SEC Form 4 · accession 0001628619-18-000001
Walgreens Boots Alliance, Inc. · WBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ornella Barra
Officer — Co-Chief Operating Officer
Period of report
Jul 16, 2018
Accepted (ET)
Jul 17, 2018 · 5:12 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 | Jul 16, 2018 | S | 1,697,438 | $63.92 | D | 0 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Jul 16, 2018 | P | 1,700,000 | $65.15 | A | 1,700,000 | I | By OLB |
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)F4 | $84.68 | holding | — | — | — | — | Nov 1, 2025 | Common Stock | 84,466 | 84,466 | D |
| Employee Stock Option (right to buy)F5 | $82.46 | holding | — | — | — | Nov 1, 2019 | Nov 1, 2026 | Common Stock | 140,844 | 140,844 | D |
| Employee Stock Option (right to buy)F6 | $67.01 | holding | — | — | — | — | Nov 1, 2027 | Common Stock | 161,506 | 161,506 | D |
Explanation of responses
- F1On July 16, 2018, the Reporting Person sold 1,697,438 shares of Common Stock for cash to Alliance Sante Participations S.A. 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).
- F2On July 16, 2018, OLB Holdings Ltd. purchased 1,700,000 shares of Common Stock in a block trade from UBS Securities LLC, acting as seller and as a principal, for a purchase price of $65.15 per share.
- F3Shares of Common Stock are held of record by a corporation, OLB Holdings Ltd. ('OLB') which is 100% owned by the Reporting Person.
- F4The option vested with respect to 28,127 shares on November 1, 2016 and with respect to a further 28,127 shares on November 1, 2017, and vests with respect to 28,212 shares on November 1, 2018, 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 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).
- F6The option vests with respect to 53,781 shares on November 1, 2018, with respect to 53,781 shares on November 1, 2019 and with respect to 53,944 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).