Statement of Changes in Beneficial Ownership (4)
March 01 2021 - 2:59PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
BOURLA ALBERT |
2. Issuer Name and Ticker or Trading Symbol
PFIZER INC
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PFE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO |
(Last)
(First)
(Middle)
PFIZER INC.-CORP. SECRETARY, 235 EAST 42ND ST. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/25/2021 |
(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/25/2021 | | M | | 163334.0000 (1) | A | $22.8600 | 245037.0000 | D | |
Common Stock | 2/25/2021 | | F | | 28221.0000 (2) | D | $33.8200 | 216816.0000 | D | |
Common Stock | 2/25/2021 | | F | | 105707.0000 (3) | D | $34.7600 (4) | 111109.0000 | D | |
Common Stock | | | | | | | | 3720.0000 | I | By Rule 16b-3 Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | $22.8600 | 2/25/2021 | | M | | | 163334.0000 | 2/25/2021 | 2/25/2021 | Common Stock | 163334.0000 | $0.0000 | 0.0000 | D | |
Stock Appreciation Rights | $33.8200 | 2/25/2021 | | A | | 491626.0000 | | 2/25/2026 (5) | 2/25/2026 (5) | Common Stock | 491626.0000 | $0.0000 | 491626.0000 | D | |
Stock Appreciation Rights | $33.8200 | 2/25/2021 | | A | | 424782.0000 | | 2/25/2028 (6) | 2/25/2028 (6) | Common Stock | 424782.0000 | $0.0000 | 424782.0000 | 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) | 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). |
(4) | 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. |
(5) | The stock appreciation rights, which are subject to certain vesting requirements, will be settled in shares of Pfizer common stock on the fifth anniversary of the date of grant. |
(6) | The stock appreciation rights, which are subject to certain vesting requirements, will be settled in shares of Pfizer common stock on the seventh anniversary of the date of grant. |
Remarks: In 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). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BOURLA ALBERT PFIZER INC.-CORP. SECRETARY 235 EAST 42ND ST. NEW YORK, NY 10017 | X |
| Chairman & CEO |
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Signatures
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Susan E. Grant, by power of atty., for Albert Bourla | | 3/1/2021 |
**Signature of Reporting Person | Date |
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