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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PFIZER INC 235 E 42ND ST NEW YORK, NY 10017 |
X | |||
Eclipse Acquisition Corp. 235 EAST 42ND ST. MS 235/19/2 NEW YORK, NY 10017 |
X |
/s/Bryan Supran, Sr. Vice President & Associate General Counsel - Pfizer Inc. | 11/02/2011 | |
**Signature of Reporting Person | Date | |
/s/Andrew Muratore, Vice President & Secretary - Eclipse Acquisition Corp. | 11/02/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This amount reflects all of the outstanding shares of Icagen, Inc. ("Icagen") not owned by Pfizer Inc. ("Pfizer") and Eclipse Acquisition Corp. On October 27, 2011, Eclipse Acquisition Corp. was merged with and into Icagen with Icagen continuing as the surviving corporation and a wholly-owned subsidiary of Pfizer. At the effective time of the merger, these shares of common stock were cancelled and ceased to exist. |
(2) | Prior to the merger, Pfizer held 100 shares of common stock, $0.01 par value per share, of Eclipse Acquisition Corp., which represented all of the issued and outstanding capital stock of Eclipse Acquisition Corp. At the effective time of the merger, each share of Eclipse Acquisition Corp. was converted into one share of common stock of Icagen, resulting in the acquisition by Pfizer of 100% of the equity interest of Icagen. |