- Statement of Changes in Beneficial Ownership (4)
October 19 2009 - 5:12PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LANGER ROBERT
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2. Issuer Name
and
Ticker or Trading Symbol
WYETH
[
WYE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
WYETH, 5 GIRALDA FARMS
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/15/2009
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(Street)
MADISON, NJ 07940
(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
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10/15/2009
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D
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4000
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D
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(1)
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0
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D
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Common Stock (Restricted Stock Trust)
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10/15/2009
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D
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8558.4164
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D
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$49.58
(2)
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0
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I
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Restricted Stock Trust
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Employee Director Stock Option
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$40.22
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10/15/2009
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D
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4000
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(3)
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(3)
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Common Stock
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4000
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$9.36
(3)
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0
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D
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Non-Employee Director Stock Option
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$43.57
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10/15/2009
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D
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4000
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(3)
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(3)
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Common Stock
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4000
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$6.01
(3)
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0
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D
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Non-Employee Director Stock Option
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$48.22
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10/15/2009
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D
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3500
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(3)
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(3)
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Common Stock
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3500
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$1.36
(3)
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0
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D
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Non-Employee Director Stock Option
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$56.00
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10/15/2009
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D
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3500
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(3)
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(3)
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Common Stock
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3500
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$0.00
(3)
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the Agreement and Plan of Merger by and among Wyeth, Pfizer Inc. and Wagner Acquisition Corp. dated as of January 25, 2009 (as amended, the "Merger Agreement"), each of these shares was cancelled at the effective time of the merger and converted into the right to receive $33.00 in cash and 0.985 of a share of Pfizer Inc. common stock.
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(
2)
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Pursuant to the Merger Agreement, each of these shares was cancelled at the effective time of the merger in exchange for cash equal to the per share value of the merger consideration of $49.58.
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(
3)
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Pursuant to the Merger Agreement, each outstanding and unexercised option, whether vested or unvested, was cancelled at the effective time of the merger in exchange for cash equal to the product of (a) the number of shares underlying such option and (b) the excess, if any, of the per share value of the merger consideration of $49.58 over the per share exercise price of the option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LANGER ROBERT
WYETH
5 GIRALDA FARMS
MADISON, NJ 07940
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X
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Signatures
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Tara J. Gabbai, Attorney-in-Fact for Robert Langer
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10/19/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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