SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Barra Ornella
(Last) (First) (Middle)
24 BOULEVARD DU TENAO
(Street)
MONTE CARLO O9 98000
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Walgreens Boots Alliance, Inc. [ WBA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer, Int'l
3. Date of Earliest Transaction (Month/Day/Year)
10/23/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 10/23/2024 A(1) 27,263 A $0 672,887(2) D
Common Stock, par value $0.01 per share 10/23/2024 F(3) 3,841 D $9.73 669,046 D
Common Stock, par value $0.01 per share 1,718,000 I By OLB(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $84.68 (5) 11/01/2025 Common Stock 84,466 84,466 D
Employee Stock Option (right to buy) $82.46 11/01/2019(6) 11/01/2026 Common Stock 140,844 140,844 D
Employee Stock Option (right to buy) $67.01 (7) 11/01/2027 Common Stock 161,506 161,506 D
Employee Stock Option (right to buy) $79.9 (8) 11/01/2028 Common Stock 133,333 133,333 D
Employee Stock Option (right to buy) $57.38 (9) 11/01/2029 Common Stock 141,806 141,806 D
Employee Stock Option (right to buy) $34.04 (10) 11/01/2030 Common Stock 139,233 139,233 D
Employee Stock Option (right to buy) $47.32 (11) 11/01/2031 Common Stock 139,405 139,405 D
Explanation of Responses:
1. Shares issued upon settlement of performance share award (not a derivative security within the meaning of Rule 16a-1(c)) granted on November 1, 2021 under the Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive Plan, as amended (together with the related award agreement and the applicable election forms thereunder, the "Plan").
2. Includes 23,061 shares underlying restricted stock units issued in lieu of dividends on outstanding restricted stock units (from date of last filing on November 3, 2023 through October 24, 2024).
3. Disposition relating to the satisfaction of tax withholding obligations upon the vesting of performance share award granted in accordance with Rule 16b-3.
4. Shares of Common Stock are held of record by a corporation, OLB Holdings Ltd. ("OLB"), which is 100% owned by the Reporting Person.
5. The option vested with respect to 28,127 shares on November 1, 2016, with respect to a further 28,127 shares on November 1, 2017, and with respect to 28,212 shares on November 1, 2018, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan, as amended (together with the related award agreement and the applicable election forms thereunder, the "2013 Plan").
6. The option vested on November 1, 2019, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.
7. The option vested with respect to 53,781 shares on November 1, 2018, with respect to a further 53,781 shares on November 1, 2019 and with respect to 53,944 shares on November 1, 2020, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.
8. The option vested with respect to 44,399 shares on November 1, 2019, with respect to 44,400 shares on November 1, 2020, and with respect to 44,534 shares on November 1, 2021, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.
9. The option vested with respect to 47,221 shares on November 1, 2020, with respect to a further 47,221 shares on November 1, 2021, and with respect to 47,364 shares on November 1, 2022, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.
10. The option vested with respect to 46,364 shares on November 1, 2021, with respect to 46,365 shares on November 1, 2022, and with respect to 46,504 shares on November 1, 2023, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.
11. The option vested with respect to 46,421 shares on November 1, 2022 and with respect to 46,422 shares on November 1, 2023 and vests with respect to 46,562 shares on November 1, 2024, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
Benjamin S.J. Burman, attorney-in-fact 10/24/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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