PFIZER INC — Major Shareholding Notification 2007

Jul 17, 2007

SC 13D 1 mod13dpl.htm SCHEDULE 13D Schedule 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* pSivida Limited (Name of Issuer)

ordinary shares (Title of Class of Securities)

74439M107 (ADS) (CUSIP Number)

Margaret M. Foran Senior Vice President - Corporate Governance, Associate General Counsel & Secretary Pfizer Inc. 235 East 42nd Street New York, New York 10017 212-733-4802

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 13, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_|

CUSIP No. 74439M107 (ADS) 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). Pfizer Inc. 13-5315170 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only ........................................................................................ 4. Source of Funds (See Instructions) ......WC.................................................. 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware, U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
8. Shared Voting Power ............................................
9. Sole Dispositive Power 74,483,748 ........................
10. Shared Dispositive Power ..................................

1. Aggregate Amount Beneficially Owned by Each Reporting Person. 74,483,748............. 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 10.49% 14. Type of Reporting Person (See Instructions) CO Item 1. Security and Issuer Ordinary shares; pSivida Limited, Level 12 BGC Centre, 28 The Esplanade, Perth WA 6000, Australia.

Item 2. Identity and Background (a) Pfizer Inc. (b) 235 East 42nd Street, New York, New York 10017 (c) pharmaceuticals (d) No (e) No (f) Delaware, U.S.A. Item 3. Source and Amount of Funds or Other Consideration Working Capital. Pfizer Inc. had purchased 22,483,748 ordinary shares of pSivida Limited (less than 5% of outstanding) on April 4, 2007 for $5,000,000. Item 4. Purpose of Transaction Pfizer acquired shares of pSivida Limited on April 4, 2007 and on July 13, 2007 as part of its obligation to pSivida in connection with a collaborative research and licensing agreement entered into by the parties on April 3, 2007. Item 5. Interest in Securities of the Issuer (a) 74,483,748 ordinary shares; 10.49% of outstanding (b) 74,483,748 shares (c) none (d) N.A. (e) N.A. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None Item 7. Material to Be Filed as Exhibits None

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. July 16, 2007 Date

Signature /s/ Charles F. Raeburn Charles F. Raeburn, Assistant General Counsel and Assistant Secretary, Pfizer Inc. Name/Title

Attention: Intentional misstatements or omissions of fact Constitute Federal criminal violations (See 18 U.S.C. 1001)