PFIZER INC — Director's Dealing 2012

Feb 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PFIZER INC (PFE)
CIK: 0000078003
Period of Report: 2012-02-23

Reporting Person: SIMMONS DAVID S (Business Unit President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-23	Common Stock	A	32988.0000	$0.0000	Acquired	170745.0000	Direct
2012-02-24	Common Stock	A	16618.0000	$0.0000	Acquired	187363.0000	Direct
2012-02-24	Common Stock	F	7483.0000	$21.1800	Disposed	179880.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-23	Stock Appreciation Rights	$21.0300	A	169903.0000	Acquired	2017-02-23	Common Stock (169903.0000)	Direct
2012-02-23	Stock Appreciation Rights	$21.0300	A	144033.0000	Acquired	2019-02-23	Common Stock (144033.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2365.0000	Indirect

Footnotes

F1: The reported transaction constitutes the grant of restricted stock units, which are subject to certain vesting requirements.

F2: The reported transaction constitutes the earn-out of Performance Share Awards (including dividend equivalents thereon).

F3: The reported transaction constitutes the withholding of shares to satisfy tax obligations upon the earn-out of Performance Share Awards (including dividend equivalents thereon).

F4: 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.

F5: 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.