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).
1. Name and Address of Reporting Person*
SCHOLZ MIA M

(Last) (First) (Middle)
108 WILMONT ROAD

(Street)
DEERFIELD IL 60015

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WALGREEN CO [ WAG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP - Corp. Fin. Operations
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2014
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
Walgreen Co. Common Stock 08/11/2014 M 2,075 A $39.19 47,687 (1) D
Walgreen Co. Common Stock 08/11/2014 S 2,075 D $62.13 (2) 45,612 (1) D
Walgreen Co. Common Stock 08/11/2014 M 10,371 A $45.07 55,983 (1) D
Walgreen Co. Common Stock 08/11/2014 S 10,371 D $62.03 (3) 45,612 (1) D
Walgreen Co. Common Stock 08/11/2014 M 17,869 A $36.43 63,481 (1) D
Walgreen Co. Common Stock 08/11/2014 S 17,869 D $62.03 (4) 45,612 (1) D
Walgreen Co. Common Stock 08/11/2014 M 22,884 A $34.04 68,496 (1) D
Walgreen Co. Common Stock 08/11/2014 S 22,884 D $61.9 (5) 45,612 (1) D
Walgreen Co. Common Stock 08/11/2014 M 26,092 A $27.69 71,704 (1) D
Walgreen Co. Common Stock 08/11/2014 S 26,092 D $61.83 (6) 45,612 (1) D
Walgreen Co. Common Stock 08/11/2014 M 1,724 A $41.64 47,336 (1) D
Walgreen Co. Common Stock 08/11/2014 S 1,724 D $61.86 (7) 45,612 (1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (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) $39.19 08/11/2014 M 2,075 10/09/2010 10/09/2017 Common Stock 2,075 $0 0 D
Employee Stock Option (right to buy) $45.07 08/11/2014 M 10,371 09/01/2010 09/01/2017 Common Stock 10,371 $0 0 D
Employee Stock Option (right to buy) $36.43 08/11/2014 M 17,869 09/01/2011 09/01/2018 Common Stock 17,869 $0 0 D
Employee Stock Option (right to buy) $34.04 08/11/2014 M 22,884 09/01/2012 09/01/2019 Common Stock 22,884 $0 0 D
Employee Stock Option (right to buy) $27.69 08/11/2014 M 26,092 09/01/2013 09/01/2020 Common Stock 26,092 $0 0 D
Employee Stock Option (right to buy) $41.64 08/11/2014 M 1,724 01/13/2014 01/13/2021 Common Stock 1,724 $0 0 D
Explanation of Responses:
1. Includes shares received upon reinvestment of dividends and shares underlying restricted stock units issued in lieu of dividends (through July 31, 2014) on outstanding restricted stock units.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.11 to $62.17, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or any securityholder of the issuer, upon request, information regarding the number of shares sold at each price within the range indicated.
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.99 to $62.10, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or any securityholder of the issuer, upon request, information regarding the number of shares sold at each price within the range indicated.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.99 to $62.13, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or any securityholder of the issuer, upon request, information regarding the number of shares sold at each price within the range indicated.
5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.81 to $62.06, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or any securityholder of the issuer, upon request, information regarding the number of shares sold at each price within the range indicated.
6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.76 to $61.88, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or any securityholder of the issuer, upon request, information regarding the number of shares sold at each price within the range indicated.
7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.85 to $61.86, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or any securityholder of the issuer, upon request, information regarding the number of shares sold at each price within the range indicated.
Remarks:
/s/ Mark L. Dosier, attorney-in-fact 08/12/2014
** 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).
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