Page 34 of 68 SEC Filing
The principal business office of Walgreen International, Superior Luxco 3, Superior Luxco 2 and Superior Luxco 1
is:
46A, Avenue J.F. Kennedy
Luxembourg, L-1855
Luxembourg.
The principal business office of Superior Bermuda is:
3rd floor, Par La Ville Place
14
Par-la-Ville Rd
Hamilton HM 08, Bermuda.
The principal business office of WBA Scottish and WBA Scottish 1 is:
50 Lothian Road
Festival Square
Edinburgh EH3 9WJ.
The principal business
office of Walgreen Investments Lux is:
2, Rue Joseph Hackin
L 1746 Luxembourg City
Luxembourg.
Attached as Annex A hereto and incorporated herein by reference is a list containing the (a) name, (b) residence or business address,
(c) present principal occupation or employment and the name, principal business address of any corporation or other organization in which such employment is conducted, and (d) citizenship, in each case, of each director and executive
officer of the Reporting Persons, as applicable.
During the last five years, each Reporting Person and, to the knowledge of such Reporting Person, each
person listed in Annex A with respect to such Reporting Person, has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of any judicial or administrative
body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of
any violation with respect to such laws.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended by adding the following:
(a) and (b). The ownership percentages set forth below are based on 205,632,943 shares of Common Stock outstanding as of October 31, 2015, as reported by
the Issuer on its Annual Report on Form 10-K for the fiscal year ended September 30, 2015, filed by the Issuer with the SEC on November 24, 2015, plus, where applicable, the number of shares of Common Stock issuable upon the exercise of
warrants that may be deemed to be beneficially owned by certain of the Reporting Persons that are exercisable within 60 days of the date of this Amendment No. 2, which shares are deemed to be outstanding for the purpose of computing the
percentage of outstanding shares beneficially owned by the Reporting Person in accordance with Exchange Act Rule 13d-3(d)(1)(i).
WBA Holdings may be
deemed to beneficially own 11,461,043 outstanding shares of Common Stock. In addition, WBA Holdings is the holder of Warrant 1, which, as previously disclosed in the Schedule 13D, will by its terms become exercisable in March 2016. Therefore,
pursuant to Rule 13d-3(d) under the Exchange Act, the 22,696,912 shares of Common Stock underlying Warrant 1 may be deemed to be beneficially owned by WBA Holdings as of the filing of this Amendment No. 2. As a result, WBA Holdings may be
deemed to beneficially own an aggregate of 34,157,955 shares of Common Stock (representing approximately 14.96% of the total number of shares of Common Stock outstanding, assuming the exercise in full of Warrant 1) as of the filing of this Amendment
No. 2.
By virtue of relationships reported in Item 2, each of WPS, Bond Drug, WEC, WADC, WHC, Walgreen and WBA may be deemed to share the power
to vote or direct to vote or to direct the voting of, and to dispose of or to direct the disposition of and, accordingly, may be deemed to beneficially own the 11,461,043 outstanding shares of Common Stock held by WBA Holdings and the 22,696,912
shares of Common Stock underlying Warrant 1 held by WBA Holdings. As a result of the foregoing, each of WPS, Bond Drug, WEC, WADC, WHC, Walgreen and WBA may be deemed to beneficially own an aggregate of 34,157,955 shares of Common Stock
(representing approximately 14.96% of the total number of shares of Common Stock outstanding, assuming the exercise in full of Warrant 1) as of the filing of this Amendment No. 2.
As a result of the completion of the internal reorganization, each of AB Luxembourg, AB Holdings, AB UK Holdco, Superior Acquisitions, AB International, AB
Limited, AB UK Topco, AB Luxco 1, Alliance Boots, Walgreen Swiss, Superior, Walgreen International, Superior Bermuda, Superior Luxco 3, WBA Scottish, WBA Scottish 1, Superior Luxco 2, Superior Luxco 1, Walgreen Investments Lux, Walgreen
International Investments, WBA Investments and WIC no longer beneficially own any shares of Common Stock of the Issuer as of the filing of this Amendment No. 2.
