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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (right to buy) | $ 52.5 | 08/25/2016 | X | 22,696,912 | 08/25/2016 | 02/27/2017 | Common Stock | 22,696,912 | $ 0 | 0 | I (2) (3) | See footnotes (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Walgreens Boots Alliance, Inc. 108 WILMOT ROAD DEERFIELD, IL 60015 |
X | |||
Walgreens Boots Alliance Holdings LLC C/O 108 WILMOT ROAD DEERFIELD, IL 60015 |
X |
/s/ Kimberly Scardino, Senior Vice President, Global Controller and Chief Accounting Officer of WBA | 08/25/2016 | |
**Signature of Reporting Person | Date | |
/s/ Jason Dubinsky, Vice President of WBA Holdings | 08/25/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These shares are held by Walgreens Boots Alliance Holdings LLC ("WBA Holdings"), an indirect wholly-owned subsidiary of Walgreens Boots Alliance, Inc. ("WBA"), and were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreen Co. ("Walgreen"), Alliance Boots GmbH and the Issuer (the "Framework Agreement"). The Framework Agreement is described in a Schedule 13D filed by Walgreen and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016 and August 25, 2016 (as amended, the "Schedule 13D"). |
(2) | These warrants were held by WBA Holdings and were acquired pursuant to the Framework Agreement on March 18, 2013 and became exercisable on August 25, 2016 as described in the Schedule 13D. |
(3) | As described in the Schedule 13D, WBA Investments, Inc., a direct wholly-owned subsidiary of WBA and the sole member of WBA Holdings, may also be deemed to beneficially own the securities reported in this Form 4. |
Remarks: Each reporting person expressly disclaims beneficial ownership of the securities described herein except to the extent of such person's pecuniary interest therein. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any securities described herein for any other purpose. |