Ornella Barra Form 4 Walgreens Boots Alliance / Ornella Barra 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^*

Barra Ornella

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer, Int'l

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2023

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	11/01/2023		A(1)		257,732	A	$0	628,798(2)	D
Common Stock, par value $0.01 per share	11/01/2023		F		6,235(3)	D	$21.08	622,563	D
Common Stock, par value $0.01 per share								1,718,000	I(4)	By OLB

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							(5)	11/01/2025	Common Stock	84,466		84,466	D
Employee Stock Option (right to buy)	$82.46							11/01/2019(6)	11/01/2026	Common Stock	140,844		140,844	D
Employee Stock Option (right to buy)	$67.01							(7)	11/01/2027	Common Stock	161,506		161,506	D
Employee Stock Option (right to buy)	$79.9							(8)	11/01/2028	Common Stock	133,333		133,333	D
Employee Stock Option (right to buy)	$57.38							(9)	11/01/2029	Common Stock	141,806		141,806	D
Employee Stock Option (right to buy)	$34.04							(10)	11/01/2030	Common Stock	139,233		139,233	D
Employee Stock Option (right to buy)	$47.32							(11)	11/01/2031	Common Stock	139,405		139,405	D

Explanation of Responses:

1. Restricted stock unit award granted under the amended and restated Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive Plan (together with the related award agreement and the applicable election forms thereunder, the "Plan"). The shares underlying these restricted stock units vest with respect to 85,825 shares on November 1, 2024, with respect to a further 85,825 shares on November 1, 2025 and with respect to 86,082 shares on November 1, 2026, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.

2. Includes shares underlying restricted stock units issued in lieu of dividends (through November 3, 2023) on outstanding restricted stock units.

3. Disposition relating to the satisfaction of tax withholding obligations upon the vesting of restricted stock unit awards granted in accordance with Rule 16b-3.

4. Shares of Common Stock are held of record by a corporation, OLB Holdings Ltd. ("OLB"), which is 100% owned by the Reporting Person.

5. The option vested with respect to 28,127 shares on November 1, 2016, with respect to a further 28,127 shares on November 1, 2017, and with respect to 28,212 shares on November 1, 2018, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan, as amended (together with the related award agreement and the applicable election forms thereunder, the "2013 Plan").

6. The option vested on November 1, 2019, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.

7. The option vested with respect to 53,781 shares on November 1, 2018, with respect to a further 53,781 shares on November 1, 2019 and with respect to 53,944 shares on November 1, 2020, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.

8. The option vested with respect to 44,399 shares on November 1, 2019, with respect to 44,400 shares on November 1, 2020, and with respect to 44,534 shares on November 1, 2021, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.

9. The option vested with respect to 47,221 shares on November 1, 2020; with respect to a further 47,221 shares on November 1, 2021, and with respect to 47,364 shares on November 1, 2022, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.

10. The option vested with respect to 46,364 shares on November 1, 2021 and with respect to 46,365 shares on November 1, 2022, and with respect to 46,504 shares on November 1, 2023, subject to forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan.

11. The option vested with respect to 46,421 shares on November 1, 2022 and with respect to 46,422 shares on November 1, 2023 and vests with respect to 46,562 shares on November 1, 2024, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.

	Benjamin S.J. Burman, attorney-in-fact	11/03/2023
	** Signature of Reporting Person	Date
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