| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Walgreens Boots Alliance, Inc. [ WBA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/20/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 95,167(1) | D | ||||||||
| Common Stock, par value $0.01 per share | 74,296,870 | I | By ASP(2) | |||||||
| Common Stock, par value $0.01 per share | 139,689,339 | I | By Gibco(3)(4)(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Shares underlying restricted stock units (including 1,559 shares underlying restricted stock units issued in lieu of dividends (through November 20, 2015) in connection with the award of 93,608 restricted stock units granted on January 15, 2015). The shares underlying these restricted stock units will vest on January 15, 2018, subject to the terms and conditions of the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan, as amended and the related award agreement. |
| 2. Shares 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. |
| 3. ASP owns directly and of record 50% of the voting power of Sprint Acquisitions Holdings Limited (f/k/a AB Acquisitions Holdings Limited, 'Gibco') and 45.3% 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. |
| 4. As 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 WBA shares held directly and of record by Gibco. The Reporting Person expressly disclaims beneficial ownership over such WBA shares, except to the extent of the pecuniary of ASP interest therein. |
| 5. On November 20, 2015, for aggregate consideration of USD 192,076,896.19, ASP acquired from various direct and indirect co-investors in Gibco additional direct and indirect interests in the class of Gibco shares with an economic interest in the 139,689,339 WBA shares held by Gibco (the 'Transaction'). As a result of these acquisitions, and the simultaneous receipt of additional indirect interests relating to certain previously existing rights, ASP (and indirectly the Reporting Person) now has a pecuniary interest in 65,496,098 of the 139,689,339 WBA shares held directly and of record by Gibco, compared with its pecuniary interest in 63,162,110 of such WBA shares prior to the Transaction. |
| Benjamin S.J. Burman, attorney-in-fact | 11/24/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
