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SCHEDULE Filed 2025-04-29 Event 2025-04-27 SEC 0001104659-25-041622 →

Alliance Sante Participations S.A. Walgreens Boots Alliance, Inc.

Stake: 17.10% Shares: 147,615,089 CUSIP: 931427108 Class: Common Stock, par value $0.01 per share

Item 4 — Purpose of Transaction

Item 4 of the Existing Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: In connection with the Transfers, on April 27, 2025, the Saturn Investors, Parent, Merger Sub, Pessina, ASP and ASP Cayman entered into a joinder agreement to the Interim Investors Agreement (the "IIA Joinder Agreement"), pursuant to which, among other things, (i) ASP Cayman agreed to become a party to, to be bound by, and to comply with all the terms and provisions of the Interim Investors Agreement applicable to the SP Investors in the same manner as if ASP Cayman were an original signatory to the Interim Investors Agreement and (ii) without limiting the foregoing, ASP Cayman assumed the obligations of the SP Investors with respect to the shares of Common Stock of the Issuer sold to ASP Cayman pursuant to the Transfers and agreed to be bound by all the terms of and obligations under the Interim Investors Agreement, the Voting Agreement and the Reinvestment Agreement. Capitalized terms used in this paragraph and not defined in this Amendment No. 10 or the Existing Schedule 13D shall have the meanings ascribed to them in the Interim Investors Agreement. The foregoing description of the IIA Joinder Agreement does not purport to be complete and is qualified in its entirety by reference to the IIA Joinder Agreement, which is attached as Exhibit W to this Amendment No. 10 and is hereby incorporated into this Item 4 by reference. In connection with the Transfers, on April 27, 2025, the Issuer, Pessina, ASP, ASP Cayman and Parent entered into a joinder agreement to the Voting Agreement (the "VA Joinder Agreement"), pursuant to which, among other things, (i) ASP Cayman agreed to become a party to, to be bound by, and to comply with all the terms and provisions of the Voting Agreement applicable to Pessina and ASP in the same manner as if ASP Cayman were an original signatory to the Voting Agreement and (ii) without limiting the foregoing, ASP Cayman assumed the obligations of Pessina and ASP with respect to the shares of Common Stock of the Issuer sold to ASP Cayman pursuant to the Transfers, including the obligation to vote such shares in the manner set forth in the Voting Agreement. Capitalized terms used in this paragraph and not defined in this Amendment No. 10 or the Existing Schedule 13D shall have the meanings ascribed to them in the Voting Agreement. The foregoing description of the VA Joinder Agreement does not purport to be complete and is qualified in its entirety by reference to the VA Joinder Agreement, which is attached as Exhibit X to this Amendment No. 10 and is hereby incorporated into this Item 4 by reference. In connection with the Transfers, on April 27, 2025, Pessina, ASP, ASP Cayman and Parent entered into a joinder agreement to the Reinvestment Agreement (the "RA Joinder Agreement"), pursuant to which, among other things, (i) ASP Cayman agreed to become a party to, to be bound by, and to comply with all the terms and provisions of the Reinvestment Agreement applicable to Pessina and ASP in the same manner as if ASP Cayman were an original signatory to the Voting Agreement and (ii) without limiting the foregoing, ASP Cayman assumed the obligations of Pessina and ASP with respect to the shares of Common Stock of the Issuer sold to ASP Cayman pursuant to the Transfers, including the obligation to consummate, subject to the terms and conditions of the Reinvestment Agreement and the Merger Agreement, the Reinvestment and to purchase the Topco Interests. Capitalized terms used in this paragraph and not defined in this Amendment No. 10 or the Existing Schedule 13D shall have the meanings ascribed to them in the Reinvestment Agreement. The foregoing description of the RA Joinder Agreement does not purport to be complete and is qualified in its entirety by reference to the RA Joinder Agreement, which is attached as Exhibit Y to this Amendment No. 10 and is hereby incorporated into this Item 4 by reference. In connection with the Transfers, on April 27, 2025, the Issuer, Pessina, ASP and ASP Cayman entered into a joinder agreement to the Company Shareholders Agreement (the "SHA Joinder Agreement"), pursuant to which, among other things, ASP Cayman agreed to become a party to, to be bound by, and to comply with all the terms and provisions of the Company Shareholders Agreement applicable to an "SP Investor" in the same manner as if ASP Cayman were an original signatory to the Company Shareholders Agreement. Capitalized terms used in this paragraph and not defined in this Amendment No. 10 or the Existing Schedule 13D shall have the meanings ascribed to them in the Company Shareholders Agreement. The foregoing description of the SHA Joinder Agreement does not purport to be complete and is qualified in its entirety by reference to the SHA Joinder Agreement, which is attached as Exhibit Z to this Amendment No. 10 and is hereby incorporated into this Item 4 by reference.

Cross-References

Insider Activity (last 365d)
0 transactions
0 buys · 0 sales · 0 awards/exercises
Issuer Cluster
6 13D/G filings on this issuer
5 other filings besides this one
Filer Track Record
6 filings by this filer
5 other filings in the data moat
Short Interest
Not in latest FINRA snapshot

Other 13D/G Filings on Walgreens Boots Alliance, Inc.

FiledFormFilerStakeShares
2025-03-07 SCHEDULE Alliance Sante Participations S.A. 17.10% 147,615,089 view →
2020-07-27 SC Alliance Sante Participations S.A. view →
2019-12-17 SC Alliance Sante Participations S.A. view →
2018-07-17 SC Alliance Sante Participations S.A. view →
2018-01-17 SC Alliance Sante Participations S.A. view →

Other Filings by Alliance Sante Participations S.A.

FiledFormIssuerStakeShares
2025-03-07 SCHEDULE Walgreens Boots Alliance, Inc. 17.10% 147,615,089 view →
2020-07-27 SC Walgreens Boots Alliance, Inc. view →
2019-12-17 SC Walgreens Boots Alliance, Inc. view →
2018-07-17 SC Walgreens Boots Alliance, Inc. view →
2018-01-17 SC Walgreens Boots Alliance, Inc. view →

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