FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the
Investment Company Act of 1940
1. Name and Address of Reporting Person * | 2. Date of Event Requiring | 3. Issuer Name and Ticker or Trading Symbol | ||||||
Statement (MM/DD/YYYY) | ||||||||
Ashworth Richard M | 1/30/2020 | Walgreens Boots Alliance, Inc. [WBA] | ||||||
(Last) | (First) | (Middle) | 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) | |||||
WALGREENS BOOTS | _____ Director | _____ 10% Owner | ||||||
ALLIANCE, INC., 108 WILMOT | ___X___ Officer (give title below) | _____ Other (specify below) | ||||||
ROAD | SVP, President of Walgreen Co. / | |||||||
(Street) | 5. If Amendment, Date | 6. Individual or Joint/Group Filing(Check Applicable Line) | ||||||
DEERFIELD, IL 60015 | Original Filed(MM/DD/YYYY) | _X_ Form filed by One Reporting Person | ||||||
___ Form filed by More than One Reporting Person | ||||||||
(City) | (State) | (Zip) | ||||||
Table I - Non-Derivative Securities Beneficially Owned | ||||||||
1.Title of Security | 2. Amount of Securities | 3. Ownership | 4. Nature of Indirect Beneficial Ownership | |||||
(Instr. 4) | Beneficially Owned | Form: Direct | (Instr. 5) | |||||
(Instr. 4) | (D) or Indirect | |||||||
(I) | ||||||||
(Instr. 5) | ||||||||
Common Stock | 74541 (1)(2) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security | 2. Date Exercisable and | 3. Title and Amount of | 4. Conversion | 5. Ownership | 6. Nature of Indirect | ||
(Instr. 4) | Expiration Date | Securities Underlying | or Exercise | Form of | Beneficial Ownership | ||
(MM/DD/YYYY) | Derivative Security | Price of | Derivative | (Instr. 5) | |||
(Instr. 4) | Derivative | Security: | |||||
Security | Direct (D) or | ||||||
Date | Expiration | Title | Amount or | ||||
Indirect (I) | |||||||
Exercisable | Date | Number of | |||||
(Instr. 5) | |||||||
Shares | |||||||
Employee Stock Option (Right | 9/1/2014 | 9/1/2021 | Common | 9921 | $35.65 | D | |
to Buy) | Stock | ||||||
Employee Stock Option (Right | 11/1/2015 | 11/1/2022 | Common | 15898 | $35.50 | D | |
to Buy) | Stock | ||||||
Employee Stock Option (Right | 11/1/2016 | 11/1/2023 | Common | 12398 | $60.52 | D | |
to Buy) | Stock | ||||||
Employee Stock Option (Right | 11/1/2017 | 11/1/2024 | Common | 40283 | $64.22 | D | |
to Buy) | Stock | ||||||
Employee Stock Option (Right | 11/1/2018 | 11/1/2025 | Common | 37209 | $84.68 | D | |
to Buy) | Stock | ||||||
Employee Stock Option (Right | 11/1/2019 | 11/1/2026 | Common | 56337 | $82.46 | D | |
to Buy) | Stock | ||||||
Employee Stock Option (Right | 11/1/2027 | Common | 61910 | $67.01 | D | ||
to Buy) | Stock | ||||||
Employee Stock Option (Right | 11/1/2028 | Common | 47407 | $79.90 | D | ||
to Buy) | Stock | ||||||
Employee Stock Option (Right | 11/1/2029 | Common | 50420 | $57.38 | D | ||
to Buy) | Stock |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security | 2. Date Exercisable and | 3. Title and Amount of | 4. Conversion | 5. Ownership | 6. Nature of Indirect | ||
(Instr. 4) | Expiration Date | Securities Underlying | or Exercise | Form of | Beneficial Ownership | ||
(MM/DD/YYYY) | Derivative Security | Price of | Derivative | (Instr. 5) | |||
(Instr. 4) | Derivative | Security: | |||||
Security | Direct (D) or | ||||||
Date | Expiration | Title | Amount or | ||||
Indirect (I) | |||||||
Exercisable | Date | Number of | |||||
(Instr. 5) | |||||||
Shares | |||||||
Employee Stock Option (Right | 1/29/2030 | Common | 26162 | $52.28 | D | ||
to Buy) | Stock |
Explanation of Responses:
- Includes shares underlying restricted stock units ("RSUs") granted under the amended and restated Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan (together with the related award agreement and the applicable election forms thereunder, the "Plan"), and shares underlying restricted stock units issued in lieu of dividends (through January 30, 2020) on outstanding restricted stock units, which were granted and vest as follows: (a) 19,535 RSUs granted on September 1, 2019 that vest with respect to 9,767 shares on September 1, 2020 and with respect to 9,768 shares on September 1, 2021; (continued in footnote 2)
- (continued from footnote 1) (b) 7,657 RSUs granted on November 1, 2019 and that vest with respect to 2,549 shares on November 1, 2020, with respect to 2,550 shares on November 1, 2021 and with respect to 2,558 shares on November 1, 2022; and (c) 4,782 RSUs granted on January 29, 2020 and that vest with respect to 1,592 shares on January 29, 2021, with respect to 1,592 shares on January 29, 2022 and with respect to 1,598 shares on January 29, 2023.
- The option vests with respect to 20,616 shares on November 1, 2018, with respect to 20,616 shares on November 1, 2019, and with respect to 20,678 shares on November 1, 2020, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
- The option vests with respect to 15,786 shares on November 1, 2019, with respect to 15,787 shares on November 1, 2020, and with respect to 15,834 shares on November 1, 2021, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
- The option vests with respect to 16,789 shares on November 1, 2020, with respect to 16,790 shares on November 1, 2021, and with respect to 16,841 shares on November 1, 2022, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
- The option vests with respect to 8,711 shares on January 29, 2021, with respect to 8,712 shares on January 29, 2022, and with respect to 8,739 shares on January 29, 2023, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
Reporting Owners
Reporting Owner Name / Address | Relationships | ||||
Director | 10% OwnerOfficer | Other | |||
Ashworth Richard M | |||||
WALGREENS BOOTS ALLIANCE, INC. | SVP, President of Walgreen Co. | ||||
108 WILMOT ROAD | |||||
DEERFIELD, IL 60015 | |||||
Signatures | |||||
/s/ Kelsey Chin, attorney-in-fact | 2/6/2020 | ||||
**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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY
Know all by these presents, that, effective as of January 29, 2020, the undersigned hereby constitutes and appoints each of: Marco Pagni, Joseph B. Amsbary, Jr., Craig Garvey, and Kelsey Chin, respectively, signing singly, the undersigned's true and lawful attorney-in-fact, with full power of substitution and resubstitution, to:
- prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and renew codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
- execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or member of the Board of Directors of Walgreens Boots Alliance, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder;
- do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and file such form with the SEC and any stock exchange or similar authority; and
- take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of January, 2020.
/s/ Richard Ashworth
--------------------------------
Signature
Richard Ashworth
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Print Name
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Walgreens Boots Alliance Inc. published this content on 06 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 February 2020 12:32:08 UTC