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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Walgreens Boots Alliance, Inc.
(Last) (First) (Middle)
108 WILMOT ROAD
(Street)
DEERFIELD IL 60015
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cencora, Inc. [ COR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 02/06/2025 S(1) 1,081,885 D $244.51 18,898,115(8) I See footnotes(8)(9)(10)
Common Stock 02/06/2025 J/K(2)(3)(5) 2,159,136 D $244.51 16,738,979(8) I See footnotes(8)(9)(10)
Common Stock 02/06/2025 J/K(2)(3)(5) 1,323,172 D $244.51 15,415,807(8) I See footnotes(8)(9)(10)
Common Stock 02/06/2025 J/K(2)(3)(5) 436,653 D $244.51 14,979,154(8) I See footnotes(8)(9)(10)
Common Stock 02/06/2025 J/K(2)(3)(5) 437,884 D $244.51 14,541,270(8) I See footnotes(8)(9)(10)
Common Stock 02/06/2025 J/K(2)(4)(6) 879,015 D $244.51 13,662,255(8) I See footnotes(8)(9)(10)
Common Stock 02/06/2025 J/K(2)(4)(6) 439,989 D $244.51 13,222,266(8) I See footnotes(8)(9)(10)
Common Stock 02/06/2025 J/K(2)(4)(6) 447,775 D $244.51 12,774,491(8) I See footnotes(8)(9)(10)
Common Stock 02/06/2025 S(7) 204,491 D $244.51 12,570,000(8) I See footnotes(8)(9)(10)
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
Forward sale contract (obligation to sell) (2)(3)(5) 02/06/2025 J/K(2)(3)(5) 2,625,000 (2)(3)(5) (2)(3)(5) Common Stock 2,625,000 $0(2)(3)(5) 0(2)(3)(5) I See footnotes(8)(9)(10)
Forward sale contract (obligation to sell) (2)(3)(5) 02/06/2025 J/K(2)(3)(5) 1,575,000 (2)(3)(5) (2)(3)(5) Common Stock 1,575,000 $0(2)(3)(5) 0(2)(3)(5) I See footnotes(8)(9)(10)
Forward sale contract (obligation to sell) (2)(3)(5) 02/06/2025 J/K(2)(3)(5) 525,000 (2)(3)(5) (2)(3)(5) Common Stock 525,000 $0(2)(3)(5) 0(2)(3)(5) I See footnotes(8)(9)(10)
Forward sale contract (obligation to sell) (2)(3)(5) 02/06/2025 J/K(2)(3)(5) 525,000 (2)(3)(5) (2)(3)(5) Common Stock 525,000 $0(2)(3)(5) 0(2)(3)(5) I See footnotes(8)(9)(10)
Forward sale contract (obligation to sell) (2)(4)(6) 02/06/2025 J/K(2)(4)(6) 1,080,000 (2)(4)(6) (2)(4)(6) Common Stock 1,080,000 $0(2)(4)(6) 0(2)(4)(6) I See footnotes(8)(9)(10)
Forward sale contract (obligation to sell) (2)(4)(6) 02/06/2025 J/K(2)(4)(6) 540,000 (2)(4)(6) (2)(4)(6) Common Stock 540,000 $0(2)(4)(6) 0(2)(4)(6) I See footnotes(8)(9)(10)
Forward sale contract (obligation to sell) (2)(4)(6) 02/06/2025 J/K(2)(4)(6) 540,000 (2)(4)(6) (2)(4)(6) Common Stock 540,000 $0(2)(4)(6) 0(2)(4)(6) I See footnotes(8)(9)(10)
1. Name and Address of Reporting Person*
Walgreens Boots Alliance, Inc.
(Last) (First) (Middle)
108 WILMOT ROAD
(Street)
DEERFIELD IL 60015
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Walgreens Boots Alliance Holdings LLC
(Last) (First) (Middle)
C/O 108 WILMOT ROAD
(Street)
DEERFIELD IL 60015
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents a block sale pursuant to Rule 144 under the Securities Act of 1933, as amended, to an unaffiliated financial institution by Walgreens Boots Alliance Holdings LLC (the "Block Sale").
2. On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts").
3. The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts.
4. The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts.
5. While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31.
6. While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66.
7. Represents a sale in a private transaction to the Issuer by Walgreens Boots Alliance Holdings LLC.
8. As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer.
9. The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty.
10. As described in the Walgreens Schedule 13D, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4.
/s/ Joseph B. Amsbary, Senior Vice President and Corporate Secretary of Reporting Person 02/10/2025
/s/ Joseph B. Amsbary, Vice President and Secretary of Counterparty 02/10/2025
** 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.
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