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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PFIZER INC [ PFE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/27/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/27/2021 | M | 53,925(1) | A | $22.35 | 150,172 | D | |||
| Common Stock | 02/27/2021 | F | 9,664(2) | D | $33.49(3) | 140,508 | D | |||
| Common Stock | 02/27/2021 | F | 34,191(4) | D | $34.64(5) | 106,317 | D | |||
| Common Stock | 1,627 | I | By Rule 16b-3 Plan | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Appreciation Rights | $22.35 | 02/27/2021 | M | 53,925 | 02/27/2021 | 02/27/2021 | Common Stock | 53,925 | $0.0000 | 0.0000 | D | ||||
| Explanation of Responses: |
| 1. The reported transaction constitutes the earn-out of stock appreciation rights (including dividend equivalents thereon). |
| 2. The reported transaction constitutes the withholding of shares to satisfy tax obligations in connection with earn-out of stock appreciation rights. |
| 3. Price is the closing price of Pfizer common stock on February 26, 2021. |
| 4. The reported transaction constitutes the withholding of shares to cover payment of exercise price in connection with earn-out of stock appreciation rights (including dividend equivalents thereon). |
| 5. Under the terms of the settlement of the stock appreciation rights the 20-day average of the closing prices of Pfizer common stock ending on the settlement date is used. |
| Remarks: |
| n connection with the completed spinoff and combination of the Upjohn business with Mylan to create Viatris, and in accordance with their terms, adjustments were made to stock units, by providing additional Pfizer total shareholder return units (Stock Appreciation Rights) to plan participants in lieu of the Viatris dividend provided to shareholders, in order to maintain the same value post-transaction as the value of the outstanding awards prior to the transaction (subject to rounding). |
| Susan E. Grant, by power of atty., for Douglas M. Lankler | 03/02/2021 | |
| ** 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. | ||