Sec Form 3 Filing - Gates Richard P. @ Walgreens Boots Alliance, Inc. - 2023-04-20

Insider filing report for Changes in Beneficial Ownership
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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
Gates Richard P.
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, Chief Pharmacy Officer
(Last) (First) (Middle)
C/O WALGREENS BOOTS ALLIANCE, INC., 108 WILMOT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/20/2023
(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 26,202.3 ( 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) $ 60.52 11/01/2016 11/01/2023 Common Stock 3,227 D
Employee Stock Option (Right to Buy) $ 64.22 11/01/2017 11/01/2024 Common Stock 2,552 D
Employee Stock Option (Right to Buy) $ 84.68 11/01/2018 11/01/2025 Common Stock 2,742 D
Employee Stock Option (Right to Buy) $ 82.46 11/01/2019 11/01/2026 Common Stock 3,814 D
Employee Stock Option (Right to Buy) $ 67.01 ( 3 ) 11/01/2027 Common Stock 7,065 D
Employee Stock Option (Right to Buy) $ 79.9 ( 4 ) 11/01/2028 Common Stock 9,073 D
Employee Stock Option (Right to Buy) $ 57.38 ( 5 ) 11/01/2029 Common Stock 9,191 D
Employee Stock Option (Right to Buy) $ 34.04 ( 6 ) 11/01/2030 Common Stock 10,829 D
Employee Stock Option (Right to Buy) $ 47.32 ( 7 ) 11/01/2031 Common Stock 10,951 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gates Richard P.
C/O WALGREENS BOOTS ALLIANCE, INC.
108 WILMOT ROAD
DEERFIELD, IL60015
SVP, Chief Pharmacy Officer
Signatures
/s/ Richard Gates by Cherita Thomas, Attorney-in-Fact 05/01/2023
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 "2013 Plan"), RSUs granted under the Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive Plan (together with the related award agreement and the applicable election forms thereunder, the "2021 Plan") and shares underlying RSUs issued in lieu of dividends (through April 30, 2023) on the outstanding RSUs. (continued in footnote 2)
( 2 )(continued from footnote 1) RSUs were granted and vest as follows (a) 722 RSUs granted on November 1, 2020 and vest on November 1, 2023; (b) 1,217.5 RSUs granted on November 1, 2021 that vest with respect to 607.5 units on November 1, 2023 and with respect to 610 units on November 1, 2024; and (c) 9,058 RSUs granted on November 1, 2022 that vest with respect to 3,016 units on November 1, 2023, with respect to 3,016 units on November 1, 2024, and with respect 3,026 units on November 1, 2025.
( 3 )The option vests with respect to 2,352 shares on November 1, 2018, with respect to 2,353 shares on November 1, 2019, and with respect to 2,360 shares on November 1, 2020, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.
( 4 )The option vests with respect to 3,021 shares on November 1, 2019, with respect to 3,021 shares on November 1, 2020, and with respect to 3,031 shares on November 1, 2021, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.
( 5 )The option vests with respect to 3,060 shares on November 1, 2020, with respect to 3,061 shares on November 1, 2021, and with respect to 3,070 shares on November 1, 2022, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.
( 6 )The option vests with respect to 3,606 shares on November 1, 2021, with respect to 3,606 shares on November 1, 2022, and with respect to 3,617 shares on November 1, 2023, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.
( 7 )The option vests with respect to 3,646 shares on November 1, 2022, with respect to 3,647 shares on November 1, 2023, and with respect to 3,658 shares on November 1, 2024, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2021 Plan.

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