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*
REED JAN STERN

(Last) (First) (Middle)
C/O WALGREENS BOOTS ALLIANCE, INC.
108 WILMOT ROAD

(Street)
DEERFIELD IL 60015

(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)
SVP, GC and Corp. Sec.
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2015
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 10/30/2015 A(1) 2,307 A $0 10,169(6) D
Common Stock 10/30/2015 A(2) 4,783 A $0 14,952(6) D
Common Stock 10/30/2015 A(3) 2,892 A $0 17,844(6) D
Common Stock 10/30/2015 F(4) 900 D $84.68 16,944(6) D
Common Stock 10/30/2015 A(5) 2,000 A $0 18,944(6) D
Common Stock 10/30/2015 F(4) 211 D $84.68 18,733(6) 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) $84.68 11/01/2015 A 36,858 11/01/2018 11/01/2025 Common Stock 36,858 $0 36,858 D
Explanation of Responses:
1. On October 30, 2015, the Compensation Committee determined that the performance criteria applicable to this restricted stock unit award granted on November 1, 2014 (not a derivative security within the meaning of Rule 16a-1(c) upon grant) under the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan, as amended (together with the related award agreement, the "Plan") had been satisfied. The shares underlying these restricted stock units will vest on November 1, 2017, subject to the terms and conditions of the Plan.
2. On October 30, 2015, the Compensation Committee determined that the performance criteria applicable to this restricted stock unit award granted on September 15, 2014 (not a derivative security within the meaning of Rule 16a-1(c) upon grant) under the Plan had been satisfied. The shares underlying these restricted stock units will vest on December 31, 2015, the first anniversary of the Second Step Closing Date (as defined in the Purchase and Option Agreement by and among Alliance Boots GmbH, AB Acquisitions Holdings Limited and Walgreen Co., dated as of June 18, 2012, as amended), subject to the terms and conditions of the Plan.
3. Shares issued upon settlement of peformance share award (not a derivative security within the meaning of Rule 16a-1(c)) granted on March 1, 2013 under the Plan.
4. Disposition relating to the satisfaction of tax withholding obligations upon the settlement of award granted in accordance with Rule 16b-3.
5. On October 30, 2015, the Compensation Committee determined that the performance criteria applicable to this restricted stock unit award granted on October 7, 2014 (not a derivative security within the meaning of Rule 16a-1(c) upon grant) under the Plan had been satisfied. In accordance with the Plan, 666 shares underlying these restricted stock units vested on October 30, 2015, 666 shares will vest on October 7, 2016 and 668 shares will vest on October 7, 2017, subject to the terms and conditions of the Plan.
6. Includes shares acquired upon reinvestment of dividends and shares underlying restricted stock units issued in lieu of dividends (through September 30, 2015) on outstanding restricted stock units, including 158 shares with respect to the restricted stock unit awards described in notes (1), (2) and (5) above.
Remarks:
/s/ Kelsey Chin, Attorney-in-Fact 11/03/2015
** 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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