Pfizer Updates Haleon Stake in SC 13D/A Amendment No. 5

TL;DR

**Pfizer just updated its Haleon ownership, keeping investors in the loop.**

AI Summary

Pfizer Inc. filed an Amendment No. 5 to its Schedule 13D on January 19, 2024, regarding its ownership in Haleon plc. This filing updates previous disclosures about Pfizer's stake in Haleon, specifically concerning Ordinary Shares and American Depositary Shares (ADSs). This matters to investors because it provides current information on a significant shareholder's position, which can influence market perception and potentially future stock movements of Haleon.

Why It Matters

This filing provides transparency on Pfizer's continued ownership in Haleon, which can impact investor sentiment and trading activity for Haleon's stock.

Risk Assessment

Risk Level: low — This is a routine update to a previous filing and does not indicate any immediate significant risk or change in strategy.

Analyst Insight

Investors should note this as a routine update from a major shareholder. While not indicating an immediate change in strategy, it's a data point for tracking Pfizer's long-term involvement with Haleon. No immediate action is suggested based solely on this administrative update.

Key Numbers

• 0000078003-24-000010 — Accession Number (Unique identifier for this specific SEC filing.)
• 0001900304 — Haleon plc's CIK (Central Index Key for Haleon plc, used to identify the company in SEC filings.)
• 0000078003 — Pfizer Inc.'s CIK (Central Index Key for Pfizer Inc., used to identify the company in SEC filings.)
• 405552100 — CUSIP Number (Identifier for Haleon plc's Ordinary Shares and American Depositary Shares.)
• 5 — Amendment Number (This is the fifth amendment to the original Schedule 13D filing by Pfizer regarding Haleon.)

Key Players & Entities

• Pfizer Inc. (company) — the filing person and a significant shareholder of Haleon plc
• Haleon plc (company) — the subject company whose securities are being reported
• Margaret M. Madden, Esq. (person) — Senior Vice President and Corporate Secretary, Chief Governance Counsel for Pfizer Inc.
• Jacob A. Kling, Esq. (person) — Wachtell, Lipton, Rosen & Katz, counsel for Pfizer Inc.
• January 16, 2024 (date) — Date of Event which Requires Filing of this Statement

Forward-Looking Statements

• Pfizer will continue to periodically update its Haleon stake through further 13D/A filings as its ownership percentage changes. (Pfizer Inc.) — high confidence, target: Ongoing

FAQ

Filing Documents

• a13d-a_12024hln.htm (SC 13D/A) — 65KB
• exh99deed2024.htm (EX-99.1) — 156KB
• 0000078003-24-000010.txt ( ) — 223KB

Identity and background

Item 2. Identity and background. The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule I in its entirety and replacing it with Schedule I attached.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The third paragraph of Item 5 of the Schedule 13D is hereby superseded by the following paragraph By virtue of the termination of the Orderly Marketing Agreement (as described in Item 6), the Reporting Person, GSK, Glaxo Group Limited (" GGL ") and the Scottish limited partnerships controlled by GSK, including GSK (No. 1) Scottish Limited Partnership (" SLP 1 " and, collectively, the " SLPs "), may no longer be deemed to have formed a "group" for purposes of Section 13(d)(3) of the Act. GSK has filed a separate statement of beneficial ownership on Schedule 13D that serves as an "exit filing" for GSK (the " GSK Filing "). The Reporting Person assumes no responsibility for the information contained in any filings by any other person, including the GSK Filing and any other filings made by GSK with the SEC.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Schedule 13D is hereby supplemented as follows

Item 6 of the Schedule 13D is hereby supplemented as follows January 2024 Lock-Up Deed On January 16, 2024, in accordance with the Orderly Marketing Agreement (as defined below), Pfizer entered into a lock-up deed (the " January 2024 Lock-Up Deed ") with GGL, SLP 1, Merrill Lynch International (" Bank of America ") and Citigroup Global Markets Limited (" Citi ") in connection with SLP 1's recently announced sale of Ordinary Shares pursuant to a secondary block trade agreement with Bank of America and Citi (the " January 2024 Block Trade "). Pfizer did not sell any Ordinary Shares or Restricted ADSs in the January 2024 Block Trade. Pursuant to the January 2024 Lock-Up Deed, Pfizer has agreed not to offer, sell, lend, pledge or engage in any other disposal of Ordinary Shares, Restricted ADSs or Unrestricted ADSs (and has agreed to procure that each member of its corporate group likewise abides by the same restrictions) for a period of 60 days commencing on January 19, 2024, the closing date of the January 2024 Block Trade. The January 2024 Lock-Up Deed provides that the lock-up may be released during such period (which shall apply pro rata to Pfizer, on the one hand, and GGL (together with SLP 1), on the other hand, in accordance with their relative ownership interests in the Issuer as of the date of the release, or in such other proportions as Pfizer and GGL may mutually agree in writing) upon the written agreement of Bank of America and Citi. The foregoing description of the January 2024 Lock-Up Deed does not purport to be complete and is qualified in its entirety by reference to the actual terms of such agreement, which is filed as Exhibit 99.1 to this Amendment No. 5 and is incorporated by reference herein. The paragraph of Item 5 of the Schedule 13D under the heading "Orderly Marketing Agreement" is hereby superseded by the following paragraph Orderly Marketing Agreement On June 1, 2022, Pfizer, GSK and the SLPs entered into an Orderly Marketing Agreement

Materials to Be Filed as Exhibits

Item 7. Materials to Be Filed as Exhibits. 99.1 Lock-Up Deed, dated as of January 16, 2024 by and among GGL, Pfizer, SLP 1, Bank of America and Citi.* * Filed herewith. -4- 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. Dated January 19, 2024 PFIZER INC. By s Susan Grant Name Susan Grant Title Assistant Secretary -5- Schedule I Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of Pfizer The business address of each director and executive officer is co Pfizer Inc., 66 Hudson Boulevard East, New York, NY 10001. Unless otherwise indicated, each director and executive officer is a citizen of the United States. NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT Albert Bourla, DVM, Ph.D. Chairman and Chief Executive Officer Chairman and Chief Executive Officer, Pfizer. Ronald E. Blaylock Independent Director Founder, Managing Partner of GenNx360 Capital Partners. Susan Desmond-Hellmann, M.D., M.P.H. Independent Director Former Chief Executive Officer of the Bill Melinda Gates Medical Research Institute. Joseph J. Echevarria Independent Director Retired Chief Executive Officer of Deloitte LLP. Scott Gottlieb, M.D. Independent Director Partner, New Enterprise Associates, Inc.'s Healthcare Investment Team and Resident Fellow of the American Enterprise Institute. Helen H. Hobbs, M.D. Independent Director Investigator of the Howard Hughes Medical Institute Professor of Internal Medicine and Molecular Genetics and Director of the McDermott Center for Human Growth and Development at the University of Texas Southwestern Medical Center. Susan Hockfield, Ph.D. Independent Director Professor of Neuroscience and President Emerita, Massachusetts Institute of Technology. Dan R. Littman, M.D., Ph.D. Independent Director Helen L. and

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View this SC 13D/A filing on SEC EDGAR