08/05/2024 | Press release | Distributed by Public on 08/05/2024 16:45
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Walgreens Boots Alliance, Inc. 108 WILMOT ROAD DEERFIELD, IL60015 |
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Walgreens Boots Alliance Holdings LLC C/O 108 WILMOT ROAD DEERFIELD, IL60015 |
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/s/ Manmohan Mahajan, Executive Vice President and Global Chief Financial Officer of Walgreens Boots Alliance, Inc. | 2024-08-05 |
**Signature of Reporting Person | Date |
/s/ Manmohan Mahajan, President of WBA Holdings | 2024-08-05 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023, August 7, 2023, November 14, 2023, February 9, 2024 and August 5, 2024 (the "Schedule 13D"), the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). |
(2) | These shares were held by Walgreens Boots Alliance Holdings LLC ("WBA Holdings"), an indirect wholly owned subsidiary of the Reporting Person. |
(3) | As described in the Schedule 13D, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of WBA Holdings, may also be deemed to beneficially own the securities reported in this Form 4. |
(4) | Represents a sale pursuant to Rule 144 (3,398,929 shares) and a sale in a private transaction to the Issuer (1,039,242 shares), in each case, by WBA Holdings. |