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Cencora, Inc.

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0001140859
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3 purchase rows · 12 sale rows

Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.
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MonthPurchasesSales
Nov 202501
Dec 202504
Jan 202601
Feb 202602
Mar 202600
Apr 202600
May 202610
Jun 202620
Jul 202600
Aug 202601
Sep 202602
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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

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Transaction dateOwner / reported roleActivity / securityShares / unitsReported priceReported valueDetails
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
Disclosure

SEC 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.

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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
Disclosure

SEC 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.

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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
Disclosure

SEC 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.

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August 03, 2023 Filed Aug 7, 2023 21:48 UTC OtherForward sale contract (obligation to sell) · Derivative 2,625,000 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 1,575,000 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 525,000 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 525,000 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 1,312,500 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 1,050,000 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 525,000 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 525,000 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 525,000 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 525,000 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 525,000 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 262,500 Not disclosed Not disclosed
Disclosure

SEC 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 SaleCommon Stock 1,320,858 $189.27 $250,000,114.52
Disclosure

SEC 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 GrantCommon Stock 166 $189.10 $31,390.60
Disclosure

SEC 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
Disclosure

SEC 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.

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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
Disclosure

SEC 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
Disclosure

SEC 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
Disclosure

SEC 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
Disclosure

SEC 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
Disclosure

SEC 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
Disclosure

SEC 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
Disclosure

SEC 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
Disclosure

SEC 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
Disclosure

SEC 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
Disclosure

SEC 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
Disclosure

SEC 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
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 273,750 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 273,750 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 1,095,000 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 273,750 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 273,750 Not disclosed Not disclosed
Disclosure

SEC 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 SaleCommon Stock 275,984 $181.17 $50,000,021.28
Disclosure

SEC 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
Disclosure

SEC 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.

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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
Disclosure

SEC 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.

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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
Disclosure

SEC 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.

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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
Disclosure

SEC 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.

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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
Disclosure

SEC 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

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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
Disclosure

SEC 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.

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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
Disclosure

SEC 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.

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May 17, 2023 Filed May 19, 2023 20:02 UTC
Campbell Elizabeth SExecutive Vice President
SaleCommon Stock 4,195 $174.25 $730,978.75
Disclosure

SEC 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.

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May 17, 2023 Filed May 19, 2023 20:02 UTC
Campbell Elizabeth SExecutive Vice President
SaleCommon Stock 3,305 $173.95 $574,904.75
Disclosure

SEC 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

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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
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 918,000 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 918,000 Not disclosed Not disclosed
Disclosure

SEC 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 OtherForward sale contract (obligation to sell) · Derivative 1,836,000 Not disclosed Not disclosed
Disclosure

SEC 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.

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May 11, 2023 Filed May 15, 2023 21:18 UTC OtherForward sale contract (obligation to sell) · Derivative 918,000 Not disclosed Not disclosed
Disclosure

SEC 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.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.