4//SEC Filing
Pessina Stefano 4
Accession 0000950170-25-111882
CIK 0001618921other
Filed
Aug 27, 8:00 PM ET
Accepted
Aug 28, 2:42 PM ET
Size
19.2 KB
Accession
0000950170-25-111882
Insider Transaction Report
Form 4
Pessina Stefano
DirectorExecutive Vice Chairman
Transactions
- Disposition to Issuer
Employee Stock Options (right to buy)
2025-08-28−263,273→ 0 totalExercise: $77.08Exp: 2026-02-12→ Common Stock (263,273 underlying) - Disposition to Issuer
Employee Stock Options (right to buy)
2025-08-28−410,798→ 0 totalExercise: $82.46Exp: 2026-11-01→ Common Stock (410,798 underlying) - Disposition to Issuer
Employee Stock Options (right to buy)
2025-08-28−395,061→ 0 totalExercise: $79.90Exp: 2028-11-01→ Common Stock (395,061 underlying) - Disposition to Issuer
Employee Stock Options (right to buy)
2025-08-28−504,710→ 0 totalExercise: $67.01Exp: 2027-11-01→ Common Stock (504,710 underlying) - Disposition to Issuer
Common Stock, par value $0.01 per share
2025-08-28$11.45/sh−1,317,544$15,085,879→ 0 total - Disposition to Issuer
Common Stock, par value $0.01 per share
2025-08-28$11.45/sh−145,621,079$1,667,361,355→ 0 total(indirect: By ASP Cayman) - Disposition to Issuer
Employee Stock Options (right to buy)
2025-08-28−420,168→ 0 totalExercise: $57.38Exp: 2029-11-01→ Common Stock (420,168 underlying)
Footnotes (7)
- [F1]Represents shares of Common Stock of Walgreens Boots Alliance, Inc. (the "Issuer") underlying restricted stock units ("Issuer RSUs") granted to the Reporting Person (including Issuer RSUs issued in lieu of dividends on outstanding Issuer RSUs granted to the Reporting Person).
- [F2]On August 28, 2025, the Issuer consummated the previously announced transaction pursuant to the Agreement and Plan of Merger, dated as of March 6, 2025, by and among the Issuer, Blazing Star Parent, LLC ("Parent"), Blazing Star Merger Sub., Inc. ("Merger Sub") and certain other affiliates of Parent named therein, whereby Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.
- [F3]At the effective time of the Merger (the "Effective Time"), each Issuer RSU that was not vested at or before the Effective Time was canceled and converted into the contingent right to receive (a) cash in an amount equal to the product of (i) $11.45 (the "Per Share Cash Consideration") and (ii) the aggregate number of shares of Common Stock of the Issuer ("Common Stock") subject to such Issuer RSU (including any shares subject to dividend equivalent units credited thereon), without interest and subject to all applicable withholding taxes, and (b) one divested asset proceed right issued by Parent or one of its affiliates subject to and in accordance with the divested asset proceed rights agreement (a "Divested Asset Proceed Right" and, together, the "Per RSU Merger Consideration").
- [F4]Payment of the aggregate Per RSU Merger Consideration payable to the Reporting Person is subject to the Reporting Person remaining in continuous service to the surviving corporation as an employee or consultant until the date on which the original vesting conditions applicable to the underlying Issuer RSUs immediately prior to the Effective Time (including any accelerated vesting provisions therein) are satisfied.
- [F5]At the Effective Time, each share of Common Stock was canceled and converted into the right to receive (a) the Per Share Cash Consideration, without interest thereon and subject to all applicable withholding taxes, and (b) one Divested Asset Proceed Right.
- [F6]Shares of Common Stock are held of record by ASP Cayman, a corporation which is 100% owned by the Reporting Person.
- [F7]At the Effective Time, each Issuer stock option with a per share exercise price equal or greater than the Per Share Cash Consideration was cancelled for no consideration.
Documents
Issuer
Walgreens Boots Alliance, Inc.
CIK 0001618921
Entity typeother
Related Parties
1- filerCIK 0001554687
Filing Metadata
- Form type
- 4
- Filed
- Aug 27, 8:00 PM ET
- Accepted
- Aug 28, 2:42 PM ET
- Size
- 19.2 KB