organization · Reporting owner
Walgreens Boots Alliance, Inc.
Disclosed activity across 3 companies
Sign in to followReported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| Cencora, Inc.COR · Entity 2994 | 10% owner | February 06, 2025 | February 11, 2025 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
Cencora, Inc.
Report date February 06, 2025 · Filed February 11, 2025
Jointly reported with Walgreens Boots Alliance Holdings LLC
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectSee footnotes | 12,570,000 |
Last balance in matching sequence
After 2025-02-06 transaction · row 9
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
9 source rowsRow 1 · 2025-02-06 · Sale · Disposed 1,081,885 · Balance 18,898,115 F1: Represents a block sale pursuant to Rule 144 under the Securities Act of 1933, as amended, to an unaffiliated financial institution by Walgreens Boots Alliance Holdings LLC (the "Block Sale"). F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. Row 2 · 2025-02-06 · Other · Disposed 2,159,136 · Balance 16,738,979 F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. Row 3 · 2025-02-06 · Other · Disposed 1,323,172 · Balance 15,415,807 F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. Row 4 · 2025-02-06 · Other · Disposed 436,653 · Balance 14,979,154 F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. Row 5 · 2025-02-06 · Other · Disposed 437,884 · Balance 14,541,270 F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. Row 6 · 2025-02-06 · Other · Disposed 879,015 · Balance 13,662,255 F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. Row 7 · 2025-02-06 · Other · Disposed 439,989 · Balance 13,222,266 F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. Row 8 · 2025-02-06 · Other · Disposed 447,775 · Balance 12,774,491 F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. Row 9 · 2025-02-06 · Sale · Disposed 204,491 · Balance 12,570,000 F7: Represents a sale in a private transaction to the Issuer by Walgreens Boots Alliance Holdings LLC. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. |
| Forward sale contract (obligation to sell)SEC Table II · derivative / convertible security | IndirectSee footnotes | 0 |
Reported balance
After 2025-02-06 transaction · row 10
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 10 · 2025-02-06 · Other · Disposed 2,625,000 · Balance 0 F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. |
| Forward sale contract (obligation to sell)SEC Table II · derivative / convertible security | IndirectSee footnotes | 0 |
Reported balance
After 2025-02-06 transaction · row 11
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 11 · 2025-02-06 · Other · Disposed 1,575,000 · Balance 0 F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. |
| Forward sale contract (obligation to sell)SEC Table II · derivative / convertible security | IndirectSee footnotes | 0 |
Reported balance
After 2025-02-06 transaction · row 12
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 12 · 2025-02-06 · Other · Disposed 525,000 · Balance 0 F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. |
| Forward sale contract (obligation to sell)SEC Table II · derivative / convertible security | IndirectSee footnotes | 0 |
Reported balance
After 2025-02-06 transaction · row 13
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 13 · 2025-02-06 · Other · Disposed 525,000 · Balance 0 F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. |
| Forward sale contract (obligation to sell)SEC Table II · derivative / convertible security | IndirectSee footnotes | 0 |
Reported balance
After 2025-02-06 transaction · row 14
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 14 · 2025-02-06 · Other · Disposed 1,080,000 · Balance 0 F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. |
| Forward sale contract (obligation to sell)SEC Table II · derivative / convertible security | IndirectSee footnotes | 0 |
Reported balance
After 2025-02-06 transaction · row 15
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 15 · 2025-02-06 · Other · Disposed 540,000 · Balance 0 F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. |
| Forward sale contract (obligation to sell)SEC Table II · derivative / convertible security | IndirectSee footnotes | 0 |
Reported balance
After 2025-02-06 transaction · row 16
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 16 · 2025-02-06 · Other · Disposed 540,000 · Balance 0 F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10: As described in the Walgreens Schedule 13D, 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. |
Filing footnotes · ownership attribution and instrument terms
F1: Represents a block sale pursuant to Rule 144 under the Securities Act of 1933, as amended, to an unaffiliated financial institution by Walgreens Boots Alliance Holdings LLC (the "Block Sale").
F2: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts").
F3: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts.
F4: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts.
F5: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31.
F6: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66.
F7: Represents a sale in a private transaction to the Issuer by Walgreens Boots Alliance Holdings LLC.
F8: 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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.
F9: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty.
F10: As described in the Walgreens Schedule 13D, 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.
Past disclosures · reporting ended (2)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
BrightSpring Health Services, Inc.
Report date February 18, 2025 · Filed February 20, 2025
Jointly reported with WALGREEN CO
Section 16 reporting ended · disclosed 2025-02-20. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectSee footnotes | 11,239,996 |
Reported balance
After 2025-02-18 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2025-02-18 · Sale · Disposed 12,000,000 · Balance 11,239,996 F1: These shares are held by Walgreen Co., a direct wholly owned subsidiary of Walgreens Boots Alliance, Inc., a public company with its common stock listed on The Nasdaq Stock Market LLC. |
Filing footnotes · ownership attribution and instrument terms
F1: These shares are held by Walgreen Co., a direct wholly owned subsidiary of Walgreens Boots Alliance, Inc., a public company with its common stock listed on The Nasdaq Stock Market LLC.
Option Care Health, Inc.
Report date March 01, 2023 · Filed March 03, 2023
Jointly reported with OCH US Holding LLC, HC GROUP HOLDINGS I, LLC, WBA US 1 Co., WBA Investments, Inc.
Section 16 reporting ended · disclosed 2023-03-03. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectSee footnotes | 10,771,926 |
Reported balance
After 2023-03-01 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2023-03-01 · Sale · Disposed 15,475,166 · Balance 10,771,926 F4: Represents sale in underwritten secondary offering to underwriters (13,000,000 shares) and a sale in private transaction to the Issuer (2,475,166 shares), in each case, by HC I. F1: These shares of Issuer's common stock ("Common Stock") are held directly by HC Group Holdings I, LLC ("HC I"). HC I is wholly owned by OCH LLC. F2: Walgreens Boots Alliance, Inc. ("WBA Parent") may be deemed to have beneficial ownership of such shares of common stock, as WBA Parent is the sole equityholder of WBA Investments, Inc. ("WBA Investments"), which in turn is the majority equityholder of WBA US 1 Co. ("WBA US 1"), which in turn is the sole equityholder of OCH US Holding LLC ("OCH LLC"), which in turn is the sole equityholder of HC I. F3: Each of WBA Parent, WBA Investments, WBA US 1, and OCH LLC disclaims beneficial ownership of the shares of Common Stock owned by HC I except to the extent of its pecuniary interest therein. |
Filing footnotes · ownership attribution and instrument terms
F1: These shares of Issuer's common stock ("Common Stock") are held directly by HC Group Holdings I, LLC ("HC I"). HC I is wholly owned by OCH LLC.
F2: Walgreens Boots Alliance, Inc. ("WBA Parent") may be deemed to have beneficial ownership of such shares of common stock, as WBA Parent is the sole equityholder of WBA Investments, Inc. ("WBA Investments"), which in turn is the majority equityholder of WBA US 1 Co. ("WBA US 1"), which in turn is the sole equityholder of OCH US Holding LLC ("OCH LLC"), which in turn is the sole equityholder of HC I.
F3: Each of WBA Parent, WBA Investments, WBA US 1, and OCH LLC disclaims beneficial ownership of the shares of Common Stock owned by HC I except to the extent of its pecuniary interest therein.
F4: Represents sale in underwritten secondary offering to underwriters (13,000,000 shares) and a sale in private transaction to the Issuer (2,475,166 shares), in each case, by HC I.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| February 18, 2025 Filed Feb 20, 2025 16:30 UTC | BrightSpring Health Services, Inc. BTSG · Entity 3469 | SaleCommon Stock | 12,000,000 | $21.16 | $253,920,000.00 |
DisclosureSEC source: 0000950170-25-024214 · ownership.xml · nonDerivative · entry 1 Walgreens Boots Alliance, Inc. · CIK 0001618921 · Former 10% owner WALGREEN CO · CIK 0000104207 · Former 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: 11,239,996 F1 · balance_after: These shares are held by Walgreen Co., a direct wholly owned subsidiary of Walgreens Boots Alliance, Inc., a public company with its common stock listed on The Nasdaq Stock Market LLC. F1 · ownership.nature: These shares are held by Walgreen Co., a direct wholly owned subsidiary of Walgreens Boots Alliance, Inc., a public company with its common stock listed on The Nasdaq Stock Market LLC. Read SEC document |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 540,000 | $0.00 | $0.00 |
DisclosureSEC source: 0000950170-25-017321 · ownership.xml · derivative · entry 16 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: 0 Underlying: Common Stock · 540,000 shares Expires not disclosed F2 · derivative.exercise_price: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · derivative.exercise_price: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · derivative.exercise_price: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · kind: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · kind: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · kind: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · price: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · price: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · price: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · derivative.exercise_date: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · derivative.exercise_date: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · derivative.exercise_date: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · derivative.expiration_date: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · derivative.expiration_date: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · derivative.expiration_date: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · balance_after: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · balance_after: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · balance_after: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 540,000 | $0.00 | $0.00 |
DisclosureSEC source: 0000950170-25-017321 · ownership.xml · derivative · entry 15 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: 0 Underlying: Common Stock · 540,000 shares Expires not disclosed F2 · derivative.exercise_price: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · derivative.exercise_price: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · derivative.exercise_price: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · kind: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · kind: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · kind: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · price: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · price: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · price: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · derivative.exercise_date: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · derivative.exercise_date: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · derivative.exercise_date: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · derivative.expiration_date: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · derivative.expiration_date: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · derivative.expiration_date: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · balance_after: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · balance_after: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · balance_after: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 1,080,000 | $0.00 | $0.00 |
DisclosureSEC source: 0000950170-25-017321 · ownership.xml · derivative · entry 14 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: 0 Underlying: Common Stock · 1,080,000 shares Expires not disclosed F2 · derivative.exercise_price: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · derivative.exercise_price: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · derivative.exercise_price: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · kind: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · kind: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · kind: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · price: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · price: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · price: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · derivative.exercise_date: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · derivative.exercise_date: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · derivative.exercise_date: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · derivative.expiration_date: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · derivative.expiration_date: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · derivative.expiration_date: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. F2 · balance_after: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · balance_after: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · balance_after: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 525,000 | $0.00 | $0.00 |
DisclosureSEC source: 0000950170-25-017321 · ownership.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: 0 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · derivative.exercise_price: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · derivative.exercise_price: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · kind: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · kind: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · kind: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · price: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · price: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · price: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · derivative.exercise_date: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · derivative.exercise_date: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · derivative.exercise_date: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · derivative.expiration_date: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · derivative.expiration_date: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · derivative.expiration_date: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · balance_after: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · balance_after: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · balance_after: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 525,000 | $0.00 | $0.00 |
DisclosureSEC source: 0000950170-25-017321 · ownership.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: 0 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · derivative.exercise_price: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · derivative.exercise_price: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · kind: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · kind: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · kind: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · price: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · price: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · price: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · derivative.exercise_date: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · derivative.exercise_date: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · derivative.exercise_date: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · derivative.expiration_date: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · derivative.expiration_date: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · derivative.expiration_date: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · balance_after: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · balance_after: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · balance_after: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 1,575,000 | $0.00 | $0.00 |
DisclosureSEC source: 0000950170-25-017321 · ownership.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: 0 Underlying: Common Stock · 1,575,000 shares Expires not disclosed F2 · derivative.exercise_price: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · derivative.exercise_price: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · derivative.exercise_price: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · kind: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · kind: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · kind: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · price: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · price: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · price: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · derivative.exercise_date: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · derivative.exercise_date: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · derivative.exercise_date: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · derivative.expiration_date: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · derivative.expiration_date: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · derivative.expiration_date: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · balance_after: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · balance_after: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · balance_after: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 2,625,000 | $0.00 | $0.00 |
DisclosureSEC source: 0000950170-25-017321 · ownership.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: 0 Underlying: Common Stock · 2,625,000 shares Expires not disclosed F2 · derivative.exercise_price: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · derivative.exercise_price: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · derivative.exercise_price: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · kind: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · kind: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · kind: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · price: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · price: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · price: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · derivative.exercise_date: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · derivative.exercise_date: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · derivative.exercise_date: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · derivative.expiration_date: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · derivative.expiration_date: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · derivative.expiration_date: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. F2 · balance_after: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · balance_after: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · balance_after: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | SaleCommon Stock | 204,491 | $244.51 | $50,000,094.41 |
DisclosureSEC source: 0000950170-25-017321 · ownership.xml · nonDerivative · 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: 12,570,000 F7 · kind: Represents a sale in a private transaction to the Issuer by Walgreens Boots Alliance Holdings LLC. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | OtherCommon Stock | 447,775 | $244.51 | $109,485,465.25 |
DisclosureSEC source: 0000950170-25-017321 · ownership.xml · nonDerivative · 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: 12,774,491 F2 · kind: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · kind: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · kind: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | OtherCommon Stock | 439,989 | $244.51 | $107,581,710.39 |
DisclosureSEC source: 0000950170-25-017321 · ownership.xml · nonDerivative · 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: 13,222,266 F2 · kind: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · kind: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · kind: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | OtherCommon Stock | 879,015 | $244.51 | $214,927,957.65 |
DisclosureSEC source: 0000950170-25-017321 · ownership.xml · nonDerivative · 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: 13,662,255 F2 · kind: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F4 · kind: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts. F6 · kind: While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | OtherCommon Stock | 437,884 | $244.51 | $107,067,016.84 |
DisclosureSEC source: 0000950170-25-017321 · ownership.xml · nonDerivative · 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: 14,541,270 F2 · kind: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · kind: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · kind: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | OtherCommon Stock | 436,653 | $244.51 | $106,766,025.03 |
DisclosureSEC source: 0000950170-25-017321 · ownership.xml · nonDerivative · 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: 14,979,154 F2 · kind: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · kind: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · kind: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | OtherCommon Stock | 1,323,172 | $244.51 | $323,528,785.72 |
DisclosureSEC source: 0000950170-25-017321 · ownership.xml · nonDerivative · 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: 15,415,807 F2 · kind: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · kind: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · kind: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | OtherCommon Stock | 2,159,136 | $244.51 | $527,930,343.36 |
DisclosureSEC source: 0000950170-25-017321 · ownership.xml · nonDerivative · 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: 16,738,979 F2 · kind: On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts"). F3 · kind: The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts. F5 · kind: While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| February 06, 2025 Filed Feb 11, 2025 00:35 UTC | Cencora, Inc. COR · Entity 2994 | SaleCommon Stock | 1,081,885 | $244.51 | $264,531,701.35 |
DisclosureSEC source: 0000950170-25-017321 · ownership.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: 18,898,115 F1 · kind: Represents a block sale pursuant to Rule 144 under the Securities Act of 1933, as amended, to an unaffiliated financial institution by Walgreens Boots Alliance Holdings LLC (the "Block Sale"). 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. 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, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), 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. F9 · ownership.nature: The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty. F10 · ownership.nature: As described in the Walgreens Schedule 13D, 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 |
| September 11, 2024 Filed Sep 13, 2024 19:04 UTC | BrightSpring Health Services, Inc. BTSG · Entity 3469 | SaleCommon Stock | 11,619,998 | $129,330,577.74 | $1,502,821,054,677,644.52 |
DisclosureSEC source: 0000950170-24-106535 · ownership.xml · nonDerivative · entry 1 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner WALGREEN CO · CIK 0000104207 · 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: 23,239,996 F1 · balance_after: These shares are held by Walgreen Co., a direct wholly owned subsidiary of Walgreens Boots Alliance, Inc., a public company with its common stock listed on The Nasdaq Stock Market LLC. F1 · ownership.nature: These shares are held by Walgreen Co., a direct wholly owned subsidiary of Walgreens Boots Alliance, Inc., a public company with its common stock listed on The Nasdaq Stock Market LLC. Read SEC document |
| August 01, 2024 Filed Aug 5, 2024 22:44 UTC | Cencora, Inc. COR · Entity 2994 | SaleCommon Stock | 4,438,171 | $240.56 | $1,067,646,415.76 |
DisclosureSEC source: 0000950170-24-091058 · ownership.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: 19,980,000 F4 · kind: Represents a sale pursuant to Rule 144 (3,398,929 shares) and a sale in a private transaction to the Issuer (1,039,242 shares), in each case, by WBA Holdings. F1 · 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, August 7, 2023, November 14, 2023, February 9, 2024 and August 5, 2024 (the "Schedule 13D"), 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"). F1 · 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, August 7, 2023, November 14, 2023, February 9, 2024 and August 5, 2024 (the "Schedule 13D"), 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"). F2 · ownership.nature: These shares were held by Walgreens Boots Alliance Holdings LLC ("WBA Holdings"), an indirect wholly owned subsidiary of the Reporting Person. F3 · ownership.nature: As described in the Schedule 13D, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of WBA Holdings, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| May 22, 2024 Filed May 24, 2024 20:05 UTC | Cencora, Inc. COR · Entity 2994 | SaleCommon Stock | 1,859,390 | $215.12 | $400,000,158.12 |
DisclosureSEC source: 0000950170-24-064553 · ownership.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: 24,418,171 F4 · kind: Represents a sale in a private transaction to the Issuer (1,859,390 shares) by WBA Holdings. F1 · 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, August 7, 2023, November 14, 2023 and February 9, 2024 (the "Schedule 13D"), 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"). F1 · 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, August 7, 2023, November 14, 2023 and February 9, 2024 (the "Schedule 13D"), 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"). F2 · ownership.nature: These shares were held by Walgreens Boots Alliance Holdings LLC ("WBA Holdings"), an indirect wholly owned subsidiary of the Reporting Person. F3 · ownership.nature: As described in the Schedule 13D, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of WBA Holdings, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| February 07, 2024 Filed Feb 9, 2024 12:00 UTC | Cencora, Inc. COR · Entity 2994 | SaleCommon Stock | 4,212,395 | $235.41 | $991,639,906.95 |
DisclosureSEC source: 0000899243-24-000165 · 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: 26,277,561 F4 · kind: Represents sale pursuant to Rule 144 (4,000,0000 shares) and a sale in private transaction to the Issuer (212,395 shares), in each case, by WBA Holdings. F1 · 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, August 7, 2023, November 14, 2023 and February 9, 2024 (the "Schedule 13D"), 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"). F1 · 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, August 7, 2023, November 14, 2023 and February 9, 2024 (the "Schedule 13D"), 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"). F2 · ownership.nature: These shares were held by Walgreens Boots Alliance Holdings LLC ("WBA Holdings"), an indirect wholly owned subsidiary of the Reporting Person. F3 · ownership.nature: As described in the Schedule 13D, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of WBA Holdings, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| November 09, 2023 Filed Nov 14, 2023 12:15 UTC | Cencora, Inc. COR · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 540,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-020341 · 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: 540,000 Underlying: Common Stock · 540,000 shares Expires not disclosed F2 · derivative.exercise_price: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 2,700,000 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 $173.8838 (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 $224.6813 (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 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive. F2 · kind: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F2 · price: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 2,700,000 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 $173.8838 (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 $224.6813 (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 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive. F2 · derivative.expiration_date: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 2,700,000 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 $173.8838 (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 $224.6813 (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 20 valuation dates from June 1, 2026 to June 29, 2026, 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, June 20, 2023, August 7, 2023 and November 14, 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 |
| November 09, 2023 Filed Nov 14, 2023 12:15 UTC | Cencora, Inc. COR · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 1,080,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-020341 · 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: 1,080,000 Underlying: Common Stock · 1,080,000 shares Expires not disclosed F2 · derivative.exercise_price: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 2,700,000 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 $173.8838 (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 $224.6813 (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 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive. F2 · kind: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F2 · price: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 2,700,000 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 $173.8838 (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 $224.6813 (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 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive. F2 · derivative.expiration_date: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 2,700,000 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 $173.8838 (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 $224.6813 (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 20 valuation dates from June 1, 2026 to June 29, 2026, 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, June 20, 2023, August 7, 2023 and November 14, 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 |
| November 09, 2023 Filed Nov 14, 2023 12:15 UTC | Cencora, Inc. COR · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 540,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-020341 · 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: 540,000 Underlying: Common Stock · 540,000 shares Expires not disclosed F2 · derivative.exercise_price: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 2,700,000 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 $173.8838 (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 $224.6813 (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 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive. F2 · kind: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F2 · price: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 2,700,000 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 $173.8838 (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 $224.6813 (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 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive. F2 · derivative.expiration_date: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 2,700,000 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 $173.8838 (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 $224.6813 (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 20 valuation dates from June 1, 2026 to June 29, 2026, 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, June 20, 2023, August 7, 2023 and November 14, 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 |
| November 09, 2023 Filed Nov 14, 2023 12:15 UTC | Cencora, Inc. COR · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 540,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-020341 · 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: 540,000 Underlying: Common Stock · 540,000 shares Expires not disclosed F2 · derivative.exercise_price: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 2,700,000 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 $173.8838 (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 $224.6813 (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 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive. F2 · kind: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F2 · price: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 2,700,000 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 $173.8838 (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 $224.6813 (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 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive. F2 · derivative.expiration_date: On November 9, 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 2,700,000 shares of common stock ("Common Stock") of Cencora, Inc. (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 $423.9 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 2,700,000 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 $173.8838 (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 $224.6813 (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 20 valuation dates from June 1, 2026 to June 29, 2026, 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, June 20, 2023, August 7, 2023 and November 14, 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 |
| November 09, 2023 Filed Nov 14, 2023 12:15 UTC | Cencora, Inc. COR · Entity 2994 | SaleCommon Stock | 1,279,590 | $195.38 | $249,999,896.25 |
DisclosureSEC source: 0000899243-23-020341 · 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: 30,489,956 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, June 20, 2023, August 7, 2023 and November 14, 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, June 20, 2023, August 7, 2023 and November 14, 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 |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 2,625,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 13 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 2,625,000 Underlying: Common Stock · 2,625,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F8 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 1,575,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 12 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 1,575,000 Underlying: Common Stock · 1,575,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F8 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 525,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 11 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 525,000 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F8 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 525,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 10 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 525,000 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F7 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive. F8 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 1,312,500 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 9 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 1,312,500 Underlying: Common Stock · 1,312,500 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 1,050,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 8 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 1,050,000 Underlying: Common Stock · 1,050,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 525,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 7 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 525,000 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 525,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 6 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 525,000 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 525,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 5 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 525,000 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 525,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 4 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 525,000 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 525,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 3 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 525,000 Underlying: Common Stock · 525,000 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 262,500 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · derivative · entry 2 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 262,500 Underlying: Common Stock · 262,500 shares Expires not disclosed F2 · derivative.exercise_price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · kind: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · price: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F2 · derivative.expiration_date: On August 3, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with eight unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 10,500,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $1.6 billion on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 10,500,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $168.4512 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $217.6617 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from September 2, 2025 to October 13, 2025, inclusive. F8 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F9 · ownership.nature: These Contracts are held by Counterparty. F10 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| August 03, 2023 Filed Aug 7, 2023 21:48 UTC | Cencora, Inc. ABC · Entity 2994 | SaleCommon Stock | 1,320,858 | $189.27 | $250,000,114.52 |
DisclosureSEC source: 0000899243-23-017819 · doc4.xml · nonDerivative · entry 1 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 31,769,546 F1 · kind: Represents a sale in a private transaction to the Issuer by WBA Holdings. F8 · balance_after: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F8 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023 and August 7, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F10 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| June 15, 2023 Filed Jun 20, 2023 10:03 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 273,750 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-015912 · doc4.xml · derivative · entry 6 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 273,750 Underlying: Common Stock · 273,750 shares Expires not disclosed F2 · derivative.exercise_price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · kind: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · derivative.expiration_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F7 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023 and June 20, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| June 15, 2023 Filed Jun 20, 2023 10:03 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 273,750 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-015912 · doc4.xml · derivative · entry 5 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 273,750 Underlying: Common Stock · 273,750 shares Expires not disclosed F2 · derivative.exercise_price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · kind: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · derivative.expiration_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F7 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023 and June 20, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| June 15, 2023 Filed Jun 20, 2023 10:03 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 1,095,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-015912 · doc4.xml · derivative · entry 4 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 1,095,000 Underlying: Common Stock · 1,095,000 shares Expires not disclosed F2 · derivative.exercise_price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · kind: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · derivative.expiration_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F7 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023 and June 20, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| June 15, 2023 Filed Jun 20, 2023 10:03 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 273,750 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-015912 · doc4.xml · derivative · entry 3 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 273,750 Underlying: Common Stock · 273,750 shares Expires not disclosed F2 · derivative.exercise_price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · kind: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · derivative.expiration_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F7 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023 and June 20, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| June 15, 2023 Filed Jun 20, 2023 10:03 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 273,750 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-015912 · doc4.xml · derivative · entry 2 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 273,750 Underlying: Common Stock · 273,750 shares Expires not disclosed F2 · derivative.exercise_price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · kind: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · price: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F2 · derivative.expiration_date: On June 15, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with five unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 2,190,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $324.8 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 2,190,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $161.2413 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $208.3455 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stock F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 15 valuation dates from March 3, 2025 to March 21, 2025, inclusive. F7 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023 and June 20, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| June 15, 2023 Filed Jun 20, 2023 10:03 UTC | Cencora, Inc. ABC · Entity 2994 | SaleCommon Stock | 275,984 | $181.17 | $50,000,021.28 |
DisclosureSEC source: 0000899243-23-015912 · doc4.xml · nonDerivative · entry 1 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 33,090,404 F1 · kind: Represents a sale in a private transaction to the Issuer by WBA Holdings. F7 · balance_after: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023 and June 20, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F7 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023 and June 20, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| May 11, 2023 Filed May 15, 2023 21:18 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 918,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-012969 · doc4.xml · derivative · entry 5 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 918,000 Underlying: Common Stock · 918,000 shares Expires not disclosed F2 · derivative.exercise_price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · kind: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · derivative.expiration_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F7 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022 and May 15, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| May 11, 2023 Filed May 15, 2023 21:18 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 918,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-012969 · doc4.xml · derivative · entry 4 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 918,000 Underlying: Common Stock · 918,000 shares Expires not disclosed F2 · derivative.exercise_price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · kind: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · derivative.expiration_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F7 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022 and May 15, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| May 11, 2023 Filed May 15, 2023 21:18 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 1,836,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-012969 · doc4.xml · derivative · entry 3 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 1,836,000 Underlying: Common Stock · 1,836,000 shares Expires not disclosed F2 · derivative.exercise_price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · kind: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · derivative.expiration_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F7 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022 and May 15, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| May 11, 2023 Filed May 15, 2023 21:18 UTC | Cencora, Inc. ABC · Entity 2994 | OtherForward sale contract (obligation to sell) · Derivative | 918,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-012969 · doc4.xml · derivative · entry 2 Walgreens Boots Alliance, Inc. · CIK 0001618921 · 10% owner Walgreens Boots Alliance Holdings LLC · CIK 0001669077 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnotes Disclosed balance after: 918,000 Underlying: Common Stock · 918,000 shares Expires not disclosed F2 · derivative.exercise_price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_price: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_price: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_price: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_price: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · kind: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · price: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F2 · derivative.exercise_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.exercise_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.exercise_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.exercise_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.exercise_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F2 · derivative.expiration_date: On May 11, 2023, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into variable pre-paid forward sale contracts (the "Contracts") with four unaffiliated financial institutions. The Contracts obligate Counterparty to deliver to the financial institutions in the aggregate up to 4,590,000 shares of common stock ("Common Stock") of AmerisourceBergen Corporation (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and may entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $644.3 million on or about the date of entering into the Contracts. F3 · derivative.expiration_date: [continued from FN (2)] Counterparty also pledged 4,590,000 shares of Common Stock (the "Pledged Shares") in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts and retained certain dividend and voting rights on the Pledged Shares. In respect of each valuation date under the Contracts, the aggregate number of shares of Common Stock to be delivered to the financial institutions or cash to be delivered to (or by) the financial institutions is to be determined as follows: Counterparty may, at its election, subject to certain conditions (1) be obligated to deliver to the financial institutions the full number of shares to which such valuation date relates and will receive an additional cash payment determined as follows: F4 · derivative.expiration_date: [continued from FN (3)] (a) if the volume-weighted average price of the Common Stock on such valuation date (the "Reference Price") is less than or equal to $ $151.9853 (the "Floor Price"), the additional cash payment would be zero, (b) if the Reference Price is greater than the Floor Price but less than or equal to $ $196.3855 (the "Cap Price"), the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Reference Price over the Floor Price and (c) if the Reference Price is greater than the Cap Price, the additional cash payment would equal the number of shares of Common Stock to which such valuation date relates multiplied by the excess of the Cap Price over the Floor Price. Alternatively, (2) Counterparty may elect, subject to certain conditions, to not receive any additional cash payment and be obligated to deliver to the financial institutions in the aggregate a number of shares of Common Stoc F5 · derivative.expiration_date: [continued from FN (4)] (or the cash value thereof at the Reference Price) determined as follows: (a) if the Reference Price is less than or equal to the Floor Price, the full number of shares to which such valuation date relates, (b) if the Reference Price is greater than the Floor Price but less than or equal to the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the Floor Price and (c) if the Reference Price is greater than the Cap Price, a number of shares of Common Stock having a value (based on the Reference Price) equal to the number of shares of Common Stock to which such valuation date relates multiplied by the sum of the Floor Price and the excess of the Reference Price over the Cap Price. F6 · derivative.expiration_date: The Contracts are scheduled to mature evenly over a series of 30 valuation dates from June 2, 2025 to July 16, 2025, inclusive. F7 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022 and May 15, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
| May 11, 2023 Filed May 15, 2023 21:18 UTC | Cencora, Inc. ABC · Entity 2994 | SaleCommon Stock | 292,792 | $170.77 | $50,000,089.84 |
DisclosureSEC source: 0000899243-23-012969 · 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: 33,366,388 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 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"). F7 · ownership.nature: As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022 and May 15, 2023, the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer (the "Framework Agreement"). F8 · ownership.nature: These Contracts are held by Counterparty. F9 · ownership.nature: As described in the Schedule 13D, as amended, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.