0001618921-23-000031.txt : 20230501 0001618921-23-000031.hdr.sgml : 20230501 20230501215220 ACCESSION NUMBER: 0001618921-23-000031 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230420 FILED AS OF DATE: 20230501 DATE AS OF CHANGE: 20230501 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gates Richard P. CENTRAL INDEX KEY: 0001975408 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36759 FILM NUMBER: 23876367 MAIL ADDRESS: STREET 1: C/O WALGREENS BOOTS ALLIANCE, INC. STREET 2: 108 WILMOT ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Walgreens Boots Alliance, Inc. CENTRAL INDEX KEY: 0001618921 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 471758322 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: 108 WILMOT ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: (847) 315-2500 MAIL ADDRESS: STREET 1: 108 WILMOT ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 3 1 wf-form3_168299232444832.xml FORM 3 X0206 3 2023-04-20 0 0001618921 Walgreens Boots Alliance, Inc. WBA 0001975408 Gates Richard P. C/O WALGREENS BOOTS ALLIANCE, INC. 108 WILMOT ROAD DEERFIELD IL 60015 0 1 0 0 SVP, Chief Pharmacy Officer Common Stock 26202.30 D Employee Stock Option (Right to Buy) 60.52 2016-11-01 2023-11-01 Common Stock 3227.0 D Employee Stock Option (Right to Buy) 64.22 2017-11-01 2024-11-01 Common Stock 2552.0 D Employee Stock Option (Right to Buy) 84.68 2018-11-01 2025-11-01 Common Stock 2742.0 D Employee Stock Option (Right to Buy) 82.46 2019-11-01 2026-11-01 Common Stock 3814.0 D Employee Stock Option (Right to Buy) 67.01 2027-11-01 Common Stock 7065.0 D Employee Stock Option (Right to Buy) 79.9 2028-11-01 Common Stock 9073.0 D Employee Stock Option (Right to Buy) 57.38 2029-11-01 Common Stock 9191.0 D Employee Stock Option (Right to Buy) 34.04 2030-11-01 Common Stock 10829.0 D Employee Stock Option (Right to Buy) 47.32 2031-11-01 Common Stock 10951.0 D Includes 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 "2013 Plan"), RSUs granted under the Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive Plan (together with the related award agreement and the applicable election forms thereunder, the "2021 Plan") and shares underlying RSUs issued in lieu of dividends (through April 30, 2023) on the outstanding RSUs. (continued in footnote 2) (continued from footnote 1) RSUs were granted and vest as follows (a) 722 RSUs granted on November 1, 2020 and vest on November 1, 2023; (b) 1,217.5 RSUs granted on November 1, 2021 that vest with respect to 607.5 units on November 1, 2023 and with respect to 610 units on November 1, 2024; and (c) 9,058 RSUs granted on November 1, 2022 that vest with respect to 3,016 units on November 1, 2023, with respect to 3,016 units on November 1, 2024, and with respect 3,026 units on November 1, 2025. The option vests with respect to 2,352 shares on November 1, 2018, with respect to 2,353 shares on November 1, 2019, and with respect to 2,360 shares on November 1, 2020, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan. The option vests with respect to 3,021 shares on November 1, 2019, with respect to 3,021 shares on November 1, 2020, and with respect to 3,031 shares on November 1, 2021, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2013 Plan. 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 2013 Plan. 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 2013 Plan. The option vests with respect to 3,646 shares on November 1, 2022, with respect to 3,647 shares on November 1, 2023, and with respect to 3,658 shares on November 1, 2024, subject to acceleration or forfeiture in certain circumstances in accordance with the terms and conditions of the 2021 Plan. /s/ Richard Gates by Cherita Thomas, Attorney-in-Fact 2023-05-01 EX-24 2 section16poa2023gates.htm GATES RICHARD P
                                                                  POWER OF ATTORNEY

    Know all by these presents, that as of the date hereof, the undersigned hereby constitutes and appoints each of Danielle Gray,
Joseph B. Amsbary, Jr., Paul R. 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 24th day of April, 2023.

                                                /s/ Richard Paul Gates

                                                                        Signature

                                                                           Richard Paul Gates

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