Walgreens Boots Alliance (WBA) Form 4 Walgreens Boots Alliance / Stefano Pessina ownership change

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^*

Pessina Stefano

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Executive Vice Chairman, CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2015

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, par value $0.01 per share								95,167(1)	D
Common Stock, par value $0.01 per share								140,992,525	I	By ASP(2)(3)(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

Explanation of Responses:

1. Shares underlying restricted stock units (including 1,559 shares underlying restricted stock units issued in lieu of dividends (through December 31, 2015 in connection with the award of 93,608 restricted stock units granted on January 15, 2015). The shares underlying these restricted stock units will vest on January 15, 2018, subject to the terms and conditions of the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan, as amended and the related award agreement.

2. Shares of common stock are held of record by a corporation, Alliance Sante Participations S.A. ('ASP') which is 100% owned by another corporation, NEWCIP S.A., which is 100% controlled by the Reporting Person

3. ASP owns directly and of record 50% of the voting power of Sprint Acquisitions Holdings Limited (f/k/a AB Acquisitions Holdings Limited, 'Gibco'); entities affiliated with Kohlberg Kravis & Roberts & Co. L.P. ('KKR') own the other 50% of the voting power of Gibco. As a result, through his indirect control of ASP, the Reporting Person may be deemed to control Gibco jointly with KKR and to have shared with KKR beneficial ownership of the 139,689,339 shares of common stock (the 'Second Step Shares') issued to Gibco on December 31, 2014 by Walgreens Boots Alliance, Inc. ('WBA') as part of the purchase consideration paid by WBA to acquire the 55% of the issued and outstanding share capital of Alliance Boots GmbH it did not already own. The Reporting Person expressly disclaimed beneficial ownership over such shares, except to the extent of ASP's pecuniary interest therein.

4. On December 31, 2015, Gibco distributed to its shareholders the entirety of the 139,689,339 Second Step Shares. In connection with such distribution, ASP received 66,695,655 shares of common stock of Walgreens Boots Alliance, Inc. in respect of its direct or indirect pecuniary interests in such Second Step Shares distributed by Gibco. As of December 31, 2015, Gibco no longer owns, beneficially or of record, any shares of common stock of WBA and ASP has no pecuniary interest in any shares of common stock of WBA other than the 140,992,525 shares it holds directly and of record.

	Benjamin S.J. Burman, attorney-in-fact	12/31/2015
	** 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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