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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMERISOURCEBERGEN CORP [ ABC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/12/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/12/2022 | G | V | 3,534 | D | $0 | 290,967 | D | ||
Common Stock | 12/12/2022 | S | 33,000 | D | $166.01(1) | 257,967 | D | |||
Common Stock | 12/12/2022 | M | 1,262 | A | (2) | 259,229 | D | |||
Common Stock | 12/12/2022 | F(3) | 1,262 | D | $167.2(4) | 257,967 | D | |||
Common Stock | 12/13/2022 | M | 45,920 | A | $75.61 | 303,887 | D | |||
Common Stock | 12/13/2022 | S | 38,218 | D | $165.45(5) | 265,669 | D | |||
Common Stock | 12/13/2022 | S | 6,782 | D | $166.28(6) | 258,887 | D | |||
Common Stock | 12/13/2022 | S | 920 | D | $167.92 | 257,967 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Units | (2) | 12/12/2022 | M | 1,262(3) | (2) | (2) | Common Stock | 1,262 | $0 | 30,346 | D | ||||
Non-qualified Stock Option (Right to Buy) | $75.61 | 12/13/2022 | M | 45,920 | (7) | 11/09/2023 | Common Stock | 45,920 | $0 | 0 | D |
Explanation of Responses: |
1. The sale price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $165.63 to $166.52, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. |
2. Restricted stock units received on 11/9/2022 for no consideration that vest in three equal annual installments on 11/9/2023, 11/9/2024, and 11/9/2025. |
3. Reflects partial lapsing of restrictions on installment scheduled to vest on 11/9/2023 to cover FICA obligation and associated income taxes for retirement eligible employees on 2022 grant of restricted stock units. |
4. The closing price of the Company's common stock on 12/12/22, the date used to calculate the FICA tax obligation in accordance with IRS rules. |
5. The sale price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $165.00 to $165.98, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. |
6. The sale price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $166.03 to $166.63, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. |
7. Exercisable in four equal annual installments on 11/9/2017, 11/9/2018, 11/9/2019 and 11/9/2020. |
Remarks: |
/s/ Elizabeth S. Campbell, attorney-in-fact for Steven H. Collis | 12/14/2022 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |