Sec Form 4 Filing - Walgreens Boots Alliance, Inc. @ AMERISOURCEBERGEN CORP - 2022-12-08

Insider filing report for Changes in Beneficial Ownership
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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
Walgreens Boots Alliance, Inc.
2. Issuer Name and Ticker or Trading Symbol
AMERISOURCEBERGEN CORP [ ABC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
108 WILMOT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2022
(Street)
DEERFIELD, IL60015
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock( 1 )( 2 )( 3 ) 12/08/2022 S( 4 ) 5,961,534 D $ 165.08 33,659,180( 1 ) I See footnotes( 1 )( 2 )( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walgreens Boots Alliance, Inc.
108 WILMOT ROAD
DEERFIELD, IL60015
X
Walgreens Boots Alliance Holdings LLC
C/O 108 WILMOT ROAD
DEERFIELD60015
X
Signatures
/s/ Joseph B. Amsbary, Senior Vice President and Corporate Secretary of Walgreens 12/12/2022
Signature of Reporting Person Date
/s/ Joseph B. Amsbary, Senior Vice President and Secretary of WBA Holdings 12/12/2022
Signature of Reporting Person Date
Explanation of Responses:
( 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 4, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022 and November 9, 2022, 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 Walgreens 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, as amended, 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 sale pursuant to Rule 144 (4,750,000 shares) and a sale in private transaction to the Issuer (1,211,534 shares), in each case, by WBA Holdings.

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