Sec Form 3 Filing - Ashworth Richard M @ Walgreens Boots Alliance, Inc. - 2020-01-30

FORM 3 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 Ashworth Richard M 2. Issuer Name and Ticker or Trading Symbol Walgreens Boots Alliance, Inc. [ WBA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, President of Walgreen Co. (Last) (First) (Middle) WALGREENS BOOTS ALLIANCE, INC., 108 WILMOT ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2020 (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 Common Stock 74,541 ( 1 ) ( 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) $ 35.65 09/01/2014 09/01/2021 Common Stock 9,921 D Employee Stock Option (Right to Buy) $ 35.5 11/01/2015 11/01/2022 Common Stock 15,898 D Employee Stock Option (Right to Buy) $ 60.52 11/01/2016 11/01/2023 Common Stock 12,398 D Employee Stock Option (Right to Buy) $ 64.22 11/01/2017 11/01/2024 Common Stock 40,283 D Employee Stock Option (Right to Buy) $ 84.68 11/01/2018 11/01/2025 Common Stock 37,209 D Employee Stock Option (Right to Buy) $ 82.46 11/01/2019 11/01/2026 Common Stock 56,337 D Employee Stock Option (Right to Buy) $ 67.01 ( 3 ) 11/01/2027 Common Stock 61,910 D Employee Stock Option (Right to Buy) $ 79.9 ( 4 ) 11/01/2028 Common Stock 47,407 D Employee Stock Option (Right to Buy) $ 57.38 ( 5 ) 11/01/2029 Common Stock 50,420 D Employee Stock Option (Right to Buy) $ 52.28 ( 6 ) 01/29/2030 Common Stock 26,162 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ashworth Richard M WALGREENS BOOTS ALLIANCE, INC. 108 WILMOT ROAD DEERFIELD, IL60015 SVP, President of Walgreen Co. Signatures /s/ Kelsey Chin, attorney-in-fact 02/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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) ( 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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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.

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