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SCHEDULE 13D/A 0000078003-22-000089 0000078003 XXXXXXXX LIVE 12 Ordinary Shares, nominal value GBP0.01 per share; American Depositary Shares, each representing two Ordinary Shares 01/17/2025 false 0001900304 405552100 Haleon plc Building 5, First Floor, The Heights Weybridge, Surrey X0 KT13 0NY Margaret M. Madden, Esq. 212-733-2323 Pfizer Inc. 66 Hudson Boulevard East New York NY 10001 Jacob A. Kling, Esq. 212-403-1000 Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York NY 10019 0000078003 N Pfizer Inc. OO N DE 661709764.00 0.00 661709764.00 0.00 661709764.00 N 7.3 CO 661,709,764 Ordinary Shares includes: (1) 197,228,952 restricted American Depository Shares ("Restricted ADSs") held by Pfizer Inc. ("Pfizer" or the "Reporting Person"), representing 394,457,904 Ordinary Shares, nominal value GBP0.01 per share ("Ordinary Shares"), of Haleon plc (the "Issuer"), and (2) 267,251,860 Ordinary Shares held on behalf of Pfizer by Pfizer's nominee. See Item 5. Percent of class represented by amount in row (11) is calculated based upon 9,053,360,882 Ordinary Shares outstanding as of October 31, 2024, as reported by the Issuer on its Form 6-K filed with the Securities and Exchange Commission (the "SEC") on November 1, 2024. 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. Ordinary Shares, nominal value GBP0.01 per share; American Depositary Shares, each representing two Ordinary Shares Haleon plc Building 5, First Floor, The Heights Weybridge, Surrey X0 KT13 0NY Explanatory Note The following constitutes Amendment No. 12 ("Amendment No. 12") 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 and Amendment No. 11 on January 16, 2025 (the "Schedule 13D"). This Amendment No. 12 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. No amendment to this Item is being made. No amendment to this Item is being made. No amendment to this Item is being made. No amendment to this Item is being made. No amendment to this Item is being made. No amendment to this Item is being made. No amendment to this Item is being made. No amendment to this Item is being made. The first and second paragraphs of Item 5 of the Schedule 13D are hereby superseded by the following paragraphs: As of the date of this Schedule 13D, following the January 2025 Secondary Offering (as defined in Item 6), Pfizer is the beneficial owner of 661,709,764 Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs), which represents approximately 7.3% of the Issuer's outstanding Ordinary Shares. Pfizer's beneficial ownership is composed of (i) 197,228,952 Restricted ADSs held by Pfizer, representing 394,457,904 Ordinary Shares, issued under a restricted American Depositary Receipts facility with the Depositary, and (ii) 267,251,860 Ordinary Shares held on behalf of Pfizer by Pfizer's nominee. The beneficial ownership percentage reported herein was calculated based on 9,053,360,882 Ordinary Shares outstanding as of October 31, 2024, as reported by the Issuer on its Form 6-K filed with the SEC on November 1, 2024. The number of Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) 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 (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) as to which the Reporting Person shares the power to vote or direct the vote is zero. The number of Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) 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 (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) as to which the Reporting Person shares the power to dispose or direct the disposition is zero. See (a). The third paragraph of Item 5 of the Schedule 13D is hereby superseded by the following paragraph: The response to Item 6 of the Schedule 13D is incorporated by reference herein. Except as described herein, Pfizer has not acquired or disposed of any Ordinary Shares, Restricted ADSs, Unrestricted ADSs or other securities of the Issuer during the past 60 days. No amendment to this Item is being made. No amendment to this Item is being made. The information set forth under the caption "January 2025 Secondary Offering" within Item 6 of the Schedule 13D is hereby amended and restated as follows: January 2025 Secondary Offering On January 14, 2025, Pfizer, as the seller, entered into a secondary block trade agreement (the "January 2025 Block Trade Agreement") with J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, HSBC Bank plc, BNP PARIBAS, Mizuho International plc and UBS AG London Branch, as the lead managers (the "Lead Managers"), and the additional managers named therein (together with the Lead Managers, the "Managers"), pursuant to which the Lead Managers agreed, severally and not jointly or jointly and severally, to use their respective reasonable endeavors to procure purchasers for 580,000,000 Ordinary Shares (or such higher number as agreed between Pfizer and the Lead Managers) at a price to be determined pursuant to an accelerated book building process (the "January 2025 Secondary Offering"), and the Managers excluding the Lead Managers agreed, severally and not jointly or jointly and severally, to act as co-managers in connection with the January 2025 Secondary Offering. Pursuant to the terms of sale dated January 15, 2025 (the "Terms of Sale"), 700 million Ordinary Shares were sold at a price of 357 pence (approximately $4.36 at the pricing of the January 2025 Secondary Offering) per Ordinary Share. Such Ordinary Shares were sold in an unregistered offering pursuant to exemptions from registration under the Securities Act of 1933, as amended. The January 2025 Secondary Offering closed on January 17, 2025. Pursuant to the January 2025 Block Trade Agreement, Pfizer undertook that it would not, and would procure that the members of its Group (as defined therein) would not, without the prior written consent of J.P. Morgan Securities plc and Morgan Stanley & Co. International plc, directly or indirectly, offer, sell, contract to sell, pledge, grant any option over or otherwise dispose of any equity securities of the Issuer or any securities convertible into, or exercisable, or exchangeable for, equity securities of the Issuer, or publicly announce an intention to effect any such transaction, for a period beginning on January 14, 2025 and ending 60 days after the closing of the January 2025 Secondary Offering, subject to certain exceptions. The foregoing descriptions of the January 2025 Block Trade Agreement and the Terms of Sale do not purport to be complete and are qualified in their entirety by reference to the actual terms of such agreements, which are filed as Exhibit 99.2 and Exhibit 99.3 to Amendment No. 11 and are incorporated by reference herein. 99.1 Secondary Block Trade Agreement, dated as of January 14, 2025, by and among Pfizer Inc., J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, HSBC Bank plc, BNP PARIBAS, Mizuho International plc, UBS AG London Branch, Merrill Lynch International, Deutsche Bank AG, London Branch, Goldman Sachs International and Loop Capital Markets LLC (incorporated by reference to Exhibit 99.2 to Amendment No. 11). 99.2 Terms of Sale, dated as of January 15, 2025, by and among Pfizer Inc., J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, HSBC Bank plc, BNP PARIBAS, Mizuho International plc, UBS AG London Branch, Merrill Lynch International, Deutsche Bank AG, London Branch, Goldman Sachs International and Loop Capital Markets LLC (incorporated by reference to Exhibit 99.3 to Amendment No. 11). Pfizer Inc. /s/ Madelyn D. Purcell Madelyn D. Purcell/Assistant Secretary 01/21/2025