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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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Haleon plc (Name of Issuer) |
Ordinary Shares, nominal value GBP0.01 per share (Title of Class of Securities) |
405552100 (CUSIP Number) |
Margaret M. Madden, Esq. Pfizer Inc., 66 Hudson Boulevard East New York, NY, 10001 212-733-2323 Jacob A. Kling, Esq. Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street New York, NY, 10019 212-403-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 405552100 |
| 1 |
Name of reporting person
Pfizer Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
661,709,764.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
661,709,764 Ordinary Shares includes: (1) 661,709,764 Ordinary Shares, nominal value GBP0.01 per share ("Ordinary Shares"), of Haleon plc (the "Issuer"), held on behalf of Pfizer Inc. ("Pfizer" or the "Reporting Person") by Pfizer's nominee and (2) zero American Depositary Shares. See Item 5.
Percent of class represented by amount in row (11) is calculated based upon 9,054,145,714 Ordinary Shares outstanding as of January 31, 2025, as reported by the Issuer on its Form 6-K filed with the Securities and Exchange Commission (the "SEC") on February 3, 2025.
The CUSIP on the cover page applies to the Issuer's American Depositary Shares, each representing two Ordinary Shares. No CUSIP has been assigned to the Ordinary Shares.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value GBP0.01 per share | |
| (b) | Name of Issuer:
Haleon plc | |
| (c) | Address of Issuer's Principal Executive Offices:
Building 5, First Floor, The Heights, Weybridge, Surrey,
UNITED KINGDOM
, KT13 0NY. | |
Item 1 Comment:
Explanatory Note
The following constitutes Amendment No. 13 ("Amendment No. 13") to the Schedule 13D filed with the SEC by Pfizer on July 27, 2022, as amended by Amendment No. 1 on February 1, 2023, Amendment No. 2 on May 15, 2023, Amendment No. 3 on September 11, 2023, Amendment No. 4 on October 10, 2023, Amendment No. 5 on January 19, 2024, Amendment No. 6 on March 19, 2024, Amendment No. 7 on March 22, 2024, Amendment No. 8 on July 29, 2024, Amendment No. 9 on October 1, 2024, Amendment No. 10 on October 3, 2024, Amendment No. 11 on January 16, 2025 and Amendment No. 12 on January 21, 2025 (the "Schedule 13D"). This Amendment No. 13 amends and supplements the Schedule 13D as specifically set forth herein. Except as set forth herein, the Schedule 13D is unmodified. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 2. | Identity and Background | |
| (a) | No amendment to this Item is being made. | |
| (b) | No amendment to this Item is being made. | |
| (c) | No amendment to this Item is being made. | |
| (d) | No amendment to this Item is being made. | |
| (e) | No amendment to this Item is being made. | |
| (f) | No amendment to this Item is being made. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
No amendment to this Item is being made. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows:
As previously disclosed, the Pfizer Relationship Agreement terminated following the closing of the January 2025 Secondary Offering and Pfizer no longer has the contractual right to nominate representative directors to be appointed to the Board. As a result, Mr. Supran stepped down from the Board on February 25, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The first and second paragraphs of Item 5 of the Schedule 13D are hereby superseded by the following paragraphs:
On February 25, 2025, Pfizer withdrew the Ordinary Shares underlying the restricted American Depositary Shares that it previously held under a restricted American Depositary Receipts facility with JPMorgan Chase Bank, N.A., as depositary. The number of Ordinary Shares beneficially owned by Pfizer remains unchanged as a result of such withdrawal. As of the date of this Schedule 13D, Pfizer is the beneficial owner of 661,709,764 Ordinary Shares, which represents approximately 7.3% of the Issuer's outstanding Ordinary Shares. Pfizer's beneficial ownership is composed of (1) 661,709,764 Ordinary Shares held on behalf of Pfizer by Pfizer's nominee and (2) zero American Depositary Shares. The beneficial ownership percentage reported herein was calculated based on 9,054,145,714 Ordinary Shares outstanding as of January 31, 2025, as reported by the Issuer on its Form 6-K filed with the SEC on February 3, 2025.
The number of Ordinary Shares as to which the Reporting Person has the sole power to vote or direct the vote is 661,709,764. The number of Ordinary Shares as to which the Reporting Person shares the power to vote or direct the vote is zero. The number of Ordinary Shares as to which the Reporting Person has the sole power to dispose or direct the disposition is 661,709,764. The number of Ordinary Shares as to which the Reporting Person shares the power to dispose or direct the disposition is zero. | |
| (b) | See (a). | |
| (c) | No amendment to this Item is being made. | |
| (d) | No amendment to this Item is being made. | |
| (e) | No amendment to this Item is being made. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
No amendment to this Item is being made. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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