Last 12 months
Inside the activity.
3 purchase rows · 12 sale rows
Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.Monthly counts
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 0 | 1 |
| Dec 2025 | 0 | 4 |
| Jan 2026 | 0 | 1 |
| Feb 2026 | 0 | 2 |
| Mar 2026 | 0 | 0 |
| Apr 2026 | 0 | 0 |
| May 2026 | 1 | 0 |
| Jun 2026 | 2 | 0 |
| Jul 2026 | 0 | 0 |
| Aug 2026 | 0 | 1 |
| Sep 2026 | 0 | 2 |
| Oct 2026 | 0 | 1 |
Latest available
Insider transactions
Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| August 08, 2023 Filed Aug 9, 2023 20:07 UTC |
COLLIS STEVEN HDirector · Chairman, President & CEO
|
Exercise / conversionNon-qualified Stock Option (Right to Buy) · Derivative | 10,499 | $0.00 Strike: $77.53 | $0.00 |
DisclosureSEC source: 0001140859-23-000120 · wk-form4_1691611667.xml · derivative · entry 3 COLLIS STEVEN H · CIK 0001191508 · Director · Chairman, President & CEO 10b5-1 filing: Plan reported Ownership: Direct Disclosed balance after: 85,500 Underlying: Common Stock · 10,499 shares Expires 2024-11-15 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_date: Exercisable in four equal installments on 11/15/18, 11/15/19, 11/15/20 and 11/15/21. Read SEC document |
| August 08, 2023 Filed Aug 9, 2023 20:07 UTC |
COLLIS STEVEN HDirector · Chairman, President & CEO
|
SaleCommon Stock | 10,499 | $186.19 | $1,954,808.81 |
DisclosureSEC source: 0001140859-23-000120 · wk-form4_1691611667.xml · nonDerivative · entry 2 COLLIS STEVEN H · CIK 0001191508 · Director · Chairman, President & CEO 10b5-1 filing: Plan reported Ownership: Direct Disclosed balance after: 257,967 F1 · shares: The sale of stock reflected in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person effective 12/13/2022 and disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission on 12/16/2022. Read SEC document |
| August 08, 2023 Filed Aug 9, 2023 20:07 UTC |
COLLIS STEVEN HDirector · Chairman, President & CEO
|
Exercise / conversionCommon Stock | 10,499 | $77.53 | $813,987.47 |
DisclosureSEC source: 0001140859-23-000120 · wk-form4_1691611667.xml · nonDerivative · entry 1 COLLIS STEVEN H · CIK 0001191508 · Director · Chairman, President & CEO 10b5-1 filing: Plan reported Ownership: Direct Disclosed balance after: 268,466 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · shares: The sale of stock reflected in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person effective 12/13/2022 and disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission on 12/16/2022. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 2,625,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 13 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 2,625,000 Underlying: Common Stock · 2,625,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F8 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, 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 the Reporting Person 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"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 1,575,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 12 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 1,575,000 Underlying: Common Stock · 1,575,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F8 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, 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 the Reporting Person 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"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 525,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 11 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 525,000 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F8 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, 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 the Reporting Person 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"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 525,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 10 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 525,000 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F8 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, 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 the Reporting Person 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"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 1,312,500 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 9 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 1,312,500 Underlying: Common Stock · 1,312,500 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, 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 the Reporting Person 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"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 1,050,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 8 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 1,050,000 Underlying: Common Stock · 1,050,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, 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 the Reporting Person 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"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 525,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 7 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 525,000 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, 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 the Reporting Person 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"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 525,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 6 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 525,000 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, 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 the Reporting Person 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"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 525,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 5 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 525,000 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, 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 the Reporting Person 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"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 525,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 4 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 525,000 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, 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 the Reporting Person 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"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 525,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 3 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 525,000 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, 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 the Reporting Person 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"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 262,500 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 2 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 262,500 Underlying: Common Stock · 262,500 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, 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 the Reporting Person 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"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
SaleCommon Stock | 1,320,858 | $189.27 | $250,000,114.52 |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · nonDerivative · entry 1 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 31,769,546 F1 · kind: Represents a sale in a private transaction to the Issuer by WBA Holdings. F8 · balance_after: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, 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 the Reporting Person 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"). F8 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, 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 the Reporting Person 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"). F10 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 01, 2023 Filed Aug 2, 2023 20:03 UTC |
NALLY DENNIS MDirector
|
GrantCommon Stock | 166 | $189.10 | $31,390.60 |
DisclosureSEC source: 0001140859-23-000118 · wk-form4_1691006601.xml · nonDerivative · entry 1 NALLY DENNIS M · CIK 0001685596 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 9,084 F1 · shares: Shares of common stock issued in lieu of $31,250 quarterly cash retainer per the terms of the Registrant's Non-Employee Director Compensation Program. Read SEC document |
| July 11, 2023 Filed Jul 12, 2023 20:15 UTC |
COLLIS STEVEN HDirector · Chairman, President & CEO
|
Exercise / conversionNon-qualified Stock Option (Right to Buy) · Derivative | 10,499 | $0.00 Strike: $77.53 | $0.00 |
DisclosureSEC source: 0001140859-23-000110 · wk-form4_1689192912.xml · derivative · entry 3 COLLIS STEVEN H · CIK 0001191508 · Director · Chairman, President & CEO 10b5-1 filing: Plan reported Ownership: Direct Disclosed balance after: 95,999 Underlying: Common Stock · 10,499 shares Expires 2024-11-15 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_date: Exercisable in four equal installments on 11/15/18, 11/15/19, 11/15/20 and 11/15/21. Read SEC document |
| July 11, 2023 Filed Jul 12, 2023 20:15 UTC |
COLLIS STEVEN HDirector · Chairman, President & CEO
|
SaleCommon Stock | 10,499 | $192.87 | $2,024,942.13 |
DisclosureSEC source: 0001140859-23-000110 · wk-form4_1689192912.xml · nonDerivative · entry 2 COLLIS STEVEN H · CIK 0001191508 · Director · Chairman, President & CEO 10b5-1 filing: Plan reported Ownership: Direct Disclosed balance after: 257,967 F1 · shares: The sale of stock reflected in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person effective 12/13/2022 and disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission on 12/16/2022. Read SEC document |
| July 11, 2023 Filed Jul 12, 2023 20:15 UTC |
COLLIS STEVEN HDirector · Chairman, President & CEO
|
Exercise / conversionCommon Stock | 10,499 | $77.53 | $813,987.47 |
DisclosureSEC source: 0001140859-23-000110 · wk-form4_1689192912.xml · nonDerivative · entry 1 COLLIS STEVEN H · CIK 0001191508 · Director · Chairman, President & CEO 10b5-1 filing: Plan reported Ownership: Direct Disclosed balance after: 268,466 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · shares: The sale of stock reflected in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person effective 12/13/2022 and disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission on 12/16/2022. Read SEC document |
| July 01, 2023 Filed Jul 3, 2023 20:05 UTC |
Donato Leslie EEVP & Chief Strategy Officer
|
Exercise / conversionRestricted Stock Units · Derivative | 1,432 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001140859-23-000102 · wk-form4_1688414735.xml · derivative · entry 3 Donato Leslie E · CIK 0001784795 · EVP & Chief Strategy Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 1,432 Underlying: Common Stock · 1,432 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Grant of restricted stock units received for no consideration that vest in three equal annual installments on July 1, 2022, July 1, 2023, and July 1, 2024. F1 · derivative.exercise_date: Grant of restricted stock units received for no consideration that vest in three equal annual installments on July 1, 2022, July 1, 2023, and July 1, 2024. F1 · derivative.expiration_date: Grant of restricted stock units received for no consideration that vest in three equal annual installments on July 1, 2022, July 1, 2023, and July 1, 2024. Read SEC document |
| July 01, 2023 Filed Jul 3, 2023 20:05 UTC |
Donato Leslie EEVP & Chief Strategy Officer
|
Tax withholdingCommon Stock | 534 | $192.43 | $102,757.62 |
DisclosureSEC source: 0001140859-23-000102 · wk-form4_1688414735.xml · nonDerivative · entry 2 Donato Leslie E · CIK 0001784795 · EVP & Chief Strategy Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 7,048.631 Read SEC document |
| July 01, 2023 Filed Jul 3, 2023 20:05 UTC |
Donato Leslie EEVP & Chief Strategy Officer
|
Exercise / conversionCommon Stock | 1,432 | $0.00 | $0.00 |
DisclosureSEC source: 0001140859-23-000102 · wk-form4_1688414735.xml · nonDerivative · entry 1 Donato Leslie E · CIK 0001784795 · EVP & Chief Strategy Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 7,582.631 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Grant of restricted stock units received for no consideration that vest in three equal annual installments on July 1, 2022, July 1, 2023, and July 1, 2024. Read SEC document |
| June 30, 2023 Filed Jul 10, 2023 20:15 UTC |
Battaglia SilvanaExecutive Vice President
|
GrantCommon Stock | 73.365 | $163.57 | $12,000.02 |
DisclosureSEC source: 0001140859-23-000108 · wk-form4_1689020125.xml · nonDerivative · entry 1 Battaglia Silvana · CIK 0001774724 · Executive Vice President 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 11,777.817 F1 · shares: Purchase of common stock through the Employee Stock Purchase Plan exempt under Rule 16b-3(c). Read SEC document |
| June 30, 2023 Filed Jul 10, 2023 20:13 UTC |
Campbell Elizabeth SExecutive Vice President
|
GrantCommon Stock | 61.443 | $163.57 | $10,049.99 |
DisclosureSEC source: 0001140859-23-000106 · wk-form4_1689020005.xml · nonDerivative · entry 1 Campbell Elizabeth S · CIK 0001882641 · Executive Vice President 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 11,954.851 F1 · shares: Purchase of common stock through the Employee Stock Purchase Plan exempt under Rule 16b-3(c). Read SEC document |
| June 30, 2023 Filed Jul 10, 2023 20:11 UTC |
Donato Leslie EEVP & Chief Strategy Officer
|
GrantCommon Stock | 87.121 | $163.57 | $14,250.03 |
DisclosureSEC source: 0001140859-23-000104 · wk-form4_1689019895.xml · nonDerivative · entry 1 Donato Leslie E · CIK 0001784795 · EVP & Chief Strategy Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 7,135.752 F1 · shares: Purchase of common stock through the Employee Stock Purchase Plan exempt under Rule 16b-3(c). Read SEC document |
| June 22, 2023 Filed Jun 23, 2023 20:07 UTC |
Clark GinaExecutive Vice President
|
Exercise / conversionNon-qualified Stock Option (Right to Buy) · Derivative | 27,542 | $0.00 Strike: $77.53 | $0.00 |
DisclosureSEC source: 0001140859-23-000100 · wk-form4_1687550827.xml · derivative · entry 4 Clark Gina · CIK 0001625811 · Executive Vice President 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 27,542 shares Expires 2024-11-15 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_date: Exercisable in four equal installments on 11/15/18, 11/15/19, 11/15/20 and 11/15/21. Read SEC document |
| June 22, 2023 Filed Jun 23, 2023 20:07 UTC |
Clark GinaExecutive Vice President
|
SaleCommon Stock | 42 | $186.84 | $7,847.28 |
DisclosureSEC source: 0001140859-23-000100 · wk-form4_1687550827.xml · nonDerivative · entry 3 Clark Gina · CIK 0001625811 · Executive Vice President 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 26,733 Read SEC document |
| June 22, 2023 Filed Jun 23, 2023 20:07 UTC |
Clark GinaExecutive Vice President
|
SaleCommon Stock | 27,500 | $186.85 | $5,138,237.50 |
DisclosureSEC source: 0001140859-23-000100 · wk-form4_1687550827.xml · nonDerivative · entry 2 Clark Gina · CIK 0001625811 · Executive Vice President 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 26,775 Read SEC document |
| June 22, 2023 Filed Jun 23, 2023 20:07 UTC |
Clark GinaExecutive Vice President
|
Exercise / conversionCommon Stock | 27,542 | $77.53 | $2,135,331.26 |
DisclosureSEC source: 0001140859-23-000100 · wk-form4_1687550827.xml · nonDerivative · entry 1 Clark Gina · CIK 0001625811 · Executive Vice President 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 54,275 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| June 15, 2023 Filed Jun 20, 2023 10:03 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 273,750 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-015912 · doc4.xml · derivative · entry 6 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 273,750 Underlying: Common Stock · 273,750 shares Expires not disclosed F2 · derivative.exercise_price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · kind: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · derivative.expiration_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F7 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023 and June 20, 2023, 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 the Reporting Person 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"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| June 15, 2023 Filed Jun 20, 2023 10:03 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 273,750 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-015912 · doc4.xml · derivative · entry 5 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 273,750 Underlying: Common Stock · 273,750 shares Expires not disclosed F2 · derivative.exercise_price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · kind: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · derivative.expiration_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F7 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023 and June 20, 2023, 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 the Reporting Person 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"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| June 15, 2023 Filed Jun 20, 2023 10:03 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 1,095,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-015912 · doc4.xml · derivative · entry 4 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 1,095,000 Underlying: Common Stock · 1,095,000 shares Expires not disclosed F2 · derivative.exercise_price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · kind: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · derivative.expiration_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F7 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023 and June 20, 2023, 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 the Reporting Person 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"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| June 15, 2023 Filed Jun 20, 2023 10:03 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 273,750 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-015912 · doc4.xml · derivative · entry 3 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 273,750 Underlying: Common Stock · 273,750 shares Expires not disclosed F2 · derivative.exercise_price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · kind: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · derivative.expiration_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F7 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023 and June 20, 2023, 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 the Reporting Person 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"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| June 15, 2023 Filed Jun 20, 2023 10:03 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 273,750 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-015912 · doc4.xml · derivative · entry 2 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 273,750 Underlying: Common Stock · 273,750 shares Expires not disclosed F2 · derivative.exercise_price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · kind: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · derivative.expiration_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F7 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023 and June 20, 2023, 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 the Reporting Person 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"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| June 15, 2023 Filed Jun 20, 2023 10:03 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
SaleCommon Stock | 275,984 | $181.17 | $50,000,021.28 |
DisclosureSEC source: 0000899243-23-015912 · doc4.xml · nonDerivative · entry 1 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 33,090,404 F1 · kind: Represents a sale in a private transaction to the Issuer by WBA Holdings. F7 · balance_after: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023 and June 20, 2023, 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 the Reporting Person 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"). F7 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023 and June 20, 2023, 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 the Reporting Person 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"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| June 13, 2023 Filed Jun 14, 2023 20:13 UTC |
COLLIS STEVEN HDirector · Chairman, President & CEO
|
Exercise / conversionNon-qualified Stock Option (Right to Buy) · Derivative | 10,499 | $0.00 Strike: $77.53 | $0.00 |
DisclosureSEC source: 0001140859-23-000096 · wk-form4_1686773627.xml · derivative · entry 3 COLLIS STEVEN H · CIK 0001191508 · Director · Chairman, President & CEO 10b5-1 filing: Plan reported Ownership: Direct Disclosed balance after: 106,498 Underlying: Common Stock · 10,499 shares Expires 2024-11-15 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_date: Exercisable in four equal installments on 11/15/18, 11/15/19, 11/15/20 and 11/15/21. Read SEC document |
| June 13, 2023 Filed Jun 14, 2023 20:13 UTC |
COLLIS STEVEN HDirector · Chairman, President & CEO
|
SaleCommon Stock | 10,499 | $178.44 | $1,873,441.56 |
DisclosureSEC source: 0001140859-23-000096 · wk-form4_1686773627.xml · nonDerivative · entry 2 COLLIS STEVEN H · CIK 0001191508 · Director · Chairman, President & CEO 10b5-1 filing: Plan reported Ownership: Direct Disclosed balance after: 257,967 F1 · shares: The sale of stock reflected in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person effective 12/13/2022 and disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission on 12/16/2022. Read SEC document |
| June 13, 2023 Filed Jun 14, 2023 20:13 UTC |
COLLIS STEVEN HDirector · Chairman, President & CEO
|
Exercise / conversionCommon Stock | 10,499 | $77.53 | $813,987.47 |
DisclosureSEC source: 0001140859-23-000096 · wk-form4_1686773627.xml · nonDerivative · entry 1 COLLIS STEVEN H · CIK 0001191508 · Director · Chairman, President & CEO 10b5-1 filing: Plan reported Ownership: Direct Disclosed balance after: 268,466 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · shares: The sale of stock reflected in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person effective 12/13/2022 and disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission on 12/16/2022. Read SEC document |
| May 18, 2023 Filed May 19, 2023 20:04 UTC |
Cleary James FChief Financial Officer
|
Exercise / conversionNon-qualified Stock Option (Right to Buy) · Derivative | 38,376 | $0.00 Strike: $75.61 | $0.00 |
DisclosureSEC source: 0001140859-23-000092 · wf-form4_168452668505261.xml · derivative · entry 3 Cleary James F · CIK 0001333281 · Chief Financial Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 38,376 shares Expires 2023-11-09 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_date: Exercisable in four equal installments on 11/9/17, 11/9/18, 11/9/19 and 11/9/20. Read SEC document |
| May 18, 2023 Filed May 19, 2023 20:04 UTC |
Cleary James FChief Financial Officer
|
Tax withholdingCommon Stock | 25,831 | $174.57 | $4,509,317.67 |
DisclosureSEC source: 0001140859-23-000092 · wf-form4_168452668505261.xml · nonDerivative · entry 2 Cleary James F · CIK 0001333281 · Chief Financial Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 81,665.3479 Read SEC document |
| May 18, 2023 Filed May 19, 2023 20:04 UTC |
Cleary James FChief Financial Officer
|
Exercise / conversionCommon Stock | 38,376 | $75.61 | $2,901,609.36 |
DisclosureSEC source: 0001140859-23-000092 · wf-form4_168452668505261.xml · nonDerivative · entry 1 Cleary James F · CIK 0001333281 · Chief Financial Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 107,496.3479 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| May 17, 2023 Filed May 19, 2023 20:02 UTC |
Campbell Elizabeth SExecutive Vice President
|
Exercise / conversionNon-qualified Stock Option (Right to Buy) · Derivative | 3,305 | $0.00 Strike: $77.53 | $0.00 |
DisclosureSEC source: 0001140859-23-000090 · wf-form4_168452654302753.xml · derivative · entry 4 Campbell Elizabeth S · CIK 0001882641 · Executive Vice President 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 3,305 shares Expires 2024-11-15 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_date: Exercisable in four equal annual installments on 11/15/18, 11/15/19, 11/15/20 and 11/15/21. Read SEC document |
| May 17, 2023 Filed May 19, 2023 20:02 UTC |
Campbell Elizabeth SExecutive Vice President
|
SaleCommon Stock | 4,195 | $174.25 | $730,978.75 |
DisclosureSEC source: 0001140859-23-000090 · wf-form4_168452654302753.xml · nonDerivative · entry 3 Campbell Elizabeth S · CIK 0001882641 · Executive Vice President 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 11,893.408 F1 · price: The sale price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $174.22 to $174.32, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. Read SEC document |
| May 17, 2023 Filed May 19, 2023 20:02 UTC |
Campbell Elizabeth SExecutive Vice President
|
SaleCommon Stock | 3,305 | $173.95 | $574,904.75 |
DisclosureSEC source: 0001140859-23-000090 · wf-form4_168452654302753.xml · nonDerivative · entry 2 Campbell Elizabeth S · CIK 0001882641 · Executive Vice President 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 16,088.408 Read SEC document |
| May 17, 2023 Filed May 19, 2023 20:02 UTC |
Campbell Elizabeth SExecutive Vice President
|
Exercise / conversionCommon Stock | 3,305 | $77.53 | $256,236.65 |
DisclosureSEC source: 0001140859-23-000090 · wf-form4_168452654302753.xml · nonDerivative · entry 1 Campbell Elizabeth S · CIK 0001882641 · Executive Vice President 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 19,393.408 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| May 11, 2023 Filed May 15, 2023 21:18 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 918,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-012969 · doc4.xml · derivative · entry 5 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 918,000 Underlying: Common Stock · 918,000 shares Expires not disclosed F2 · derivative.exercise_price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · kind: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · derivative.expiration_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F7 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022 and May 15, 2023, 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 the Reporting Person 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"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| May 11, 2023 Filed May 15, 2023 21:18 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 918,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-012969 · doc4.xml · derivative · entry 4 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 918,000 Underlying: Common Stock · 918,000 shares Expires not disclosed F2 · derivative.exercise_price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · kind: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · derivative.expiration_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F7 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022 and May 15, 2023, 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 the Reporting Person 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"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| May 11, 2023 Filed May 15, 2023 21:18 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 1,836,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-012969 · doc4.xml · derivative · entry 3 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 1,836,000 Underlying: Common Stock · 1,836,000 shares Expires not disclosed F2 · derivative.exercise_price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · kind: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · derivative.expiration_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F7 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022 and May 15, 2023, 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 the Reporting Person 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"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| May 11, 2023 Filed May 15, 2023 21:18 UTC |
Walgreens Boots Alliance, Inc.10% owner
|
OtherForward sale contract (obligation to sell) · Derivative | 918,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-012969 · doc4.xml · derivative · entry 2 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 918,000 Underlying: Common Stock · 918,000 shares Expires not disclosed F2 · derivative.exercise_price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · kind: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · derivative.expiration_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F7 · ownership.nature: 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 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022 and May 15, 2023, 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 the Reporting Person 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"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: 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 Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.