Form 3 Walgreens Boots Alliance For: Jul 14 Filed by: Mahajan Manmohan

July 26, 2021 9:54 PM EDT

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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
Mahajan Manmohan

(Last) (First) (Middle)
C/O WALGREENS BOOTS ALLIANCE
108 WILMOT ROAD

(Street)
DEERFIELD IL 60015

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2021
3. Issuer Name and Ticker or Trading Symbol
Walgreens Boots Alliance, Inc. [ WBA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Global Controller and CAO
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 3,425 (1) (2)
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) 11/01/2019 11/01/2026 Common Stock 7,335 82.46 D  
Employee Stock Option (Right to Buy)   (3) 11/01/2027 Common Stock 8,579 67.01 D  
Employee Stock Option (Right to Buy)   (4) 11/01/2028 Common Stock 6,789 79.9 D  
Employee Stock Option (Right to Buy)   (5) 11/01/2029 Common Stock 9,191 57.38 D  
Employee Stock Option (Right to Buy)   (6) 11/01/2030 Common Stock 10,829 34.04 D  
Explanation of Responses:
1. Reflects shares underlying restricted stock units ("RSUs") granted under the amended and restated Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan (together with the related award agreement and the applicable election forms thereunder, the "Plan"), and shares underlying restricted stock units issued in lieu of dividends (through July 15, 2021) on outstanding restricted stock units. (continued in footnote 2)
2. (continued from footnote 1) RSUs were granted and vest as follows (a) 1,118 RSUs granted on November 1, 2019 that vest with respect to 558 shares on November 1, 2021 and with respect to 560 shares on November 1, 2022; and (b) 2,160 RSUs granted on November 1, 2020 that vest with respect to 719 shares on November 1, 2021, with respect to 719 shares on November 1, 2022 and with respect to 722 shares on November 1, 2023.
3. The option vests with respect to 2,856 shares on November 1, 2018, with respect to 2,857 shares on November 1, 2019, and with respect to 2,866 shares on November 1, 2020, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
4. The option vests with respect to 2,260 shares on November 1, 2019, with respect to 2,261 shares on November 1, 2020, and with respect to 2,268 shares on November 1, 2021, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
5. The option vests with respect to 3,060 shares on November 1, 2020, with respect to 3,061 shares on November 1, 2021, and with respect to 3,070 shares on November 1, 2022, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
6. The option vests with respect to 3,606 shares on November 1, 2021, with respect to 3,606 shares on November 1, 2022, and with respect to 3,617 shares on November 1, 2023, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the Plan.
/s/ Manmohan Mahajan by Cherita Thomas, Attorney-in-Fact 07/26/2021
** 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.
                                                                  POWER OF ATTORNEY

    Know all by these presents, that, effective as of July 16, 2021, the undersigned hereby constitutes and appoints each of Marco Pagni, 
Joseph B. Amsbary, Jr., Paul Ingram and Cherita Thomas, respectively, signing singly, the undersigned's true and lawful attorney-in-fact, with full 
power of substitution and resubstitution, to:

(1)    prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") 
a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and renew codes and passwords enabling the 
undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation 
of the SEC;

(2)    execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or member of the Board of Directors of Walgreens 
Boots Alliance, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules 
and regulations thereunder;

(3)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such 
Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and file such form with the SEC and any stock exchange or similar authority; and

(4)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit 
to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf 
of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may 
approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing 
whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and 
purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming 
all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this 
Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in 
such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to 
comply with Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with 
respect to the undersigned's holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a 
signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of July, 2021.

                                                /s/ Manmohan Mahajan
                    
                                                                        Signature
       
                                                                            Manmohan Mahajan
                    
                                                                        Print Name
        



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