Sec Form 4 Filing - Chawla Sona @ WALGREEN CO - 2014-09-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chawla Sona 2. Issuer Name and Ticker or Trading Symbol WALGREEN CO [ WAG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President of Digital and CMO (Last) (First) (Middle) 108 WILMOT ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/19/2014 (Street) DEERFIELD, IL60015 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Walgreen Co. Common Stock 09/19/2014 M( 1 ) 9,443 A $ 32.43 101,613 ( 2 ) D Walgreen Co. Common Stock 09/19/2014 S( 1 ) 9,443 D $ 63.44 ( 3 ) 92,170 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (right to buy) $ 32.43 09/19/2014 M( 1 ) 9,443 07/01/2011 07/01/2018 Common Stock 9,443 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chawla Sona 108 WILMOT ROAD DEERFIELD, IL60015 President of Digital and CMO Signatures /s/ Mark L. Dosier, attorney-in-fact 09/22/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transactions effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person. ( 2 )Includes shares received upon reinvestment of dividends and shares underlying restricted stock units issued in lieu of dividends (through August 31, 2014) on outstanding restricted stock units. ( 3 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.31 to $63.66, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or any securityholder of the issuer, upon request, information regarding the number of shares sold at each price within the range indicated.

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).

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