Item 8.01. Other Events.
On August 20, 2021, Steven H. Collis, Chairman, President and Chief Executive
Officer of AmerisourceBergen Corporation (the "Company"), adopted a pre-arranged
Rule 10b5-1 stock trading plan (the "10b5-1 plan"). Under the 10b5-1 plan, Mr.
Collis may sell up to an aggregate of 329,345 of the Company's common stock,
including 283,345 shares to be acquired through the exercise of vested stock
options which are scheduled to expire on November 11, 2022 and November 9, 2023.
Shares may be sold under the 10b5-1 plan on the open market at prevailing market
prices and subject to minimum price thresholds specified therein. The 10b5-1
plan is scheduled to terminate on February 28, 2023, unless terminated sooner in
accordance with its terms.
Mr. Collis is subject to the Company's executive stock ownership guidelines,
under which he is required to hold vested shares, vested options, and grants of
unvested restricted stock units valued at least six times his base salary. As of
August 20, 2021, Mr. Collis beneficially owned 626,891 shares of the Company's
common stock and, assuming all sales are made under the 10b5-1 plan, Mr. Collis
will continue to meet the Company's executive stock ownership guidelines. In
addition, Mr. Collis has unvested stock options and restricted stock units, and
is eligible to receive performance shares based on the Company's cumulative
performance at the end of the applicable three-year performance cycle. Mr.
Collis does not expect sales under the 10b5-1 plan to materially change his
ownership position over the term of the plan. The 10b5-1 plan was adopted in a
scheduled open window period under the Company's insider trading policy. The
10b5-1 plan was designed to comply with the guidelines specified in Rule 10b5-1
promulgated under the Securities Exchange Act of 1934, as amended, which permit
persons to enter into a pre-arranged plan for buying or selling Company stock at
a time when such person is not in possession of material, nonpublic information
about the Company.
The transactions under the 10b5-1 plan will be disclosed publicly through Form 4
filings with the Securities and Exchange Commission. Except as may be required
by law, the Company does not undertake to report on specific pre-arranged Rule
10b5-1 stock trading plans of Company officers, nor to report modifications or
terminations of the aforementioned 10b5-1 plan or the plans of any other
individual.
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